Casualty Damage. 16.01 If all or any portion of the Premises becomes untenantable by fire or other casualty to the Premises (collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 210 days from the date the repair is started, then either party shall have the right to terminate this Lease upon written notice to the other within 10 days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay. 16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, restore the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant's business resulting in any way from the Casualty or the repair thereof. During any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant is not using such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant. 16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 2 contracts
Sources: Office Lease Agreement, Office Lease Agreement (Netsuite Inc)
Casualty Damage. 16.01 If all With reasonable promptness after discovering any damage to the Premises (other than trade fixtures), or to any Common Area or portion of the Premises becomes untenantable by Base Building necessary for access to or tenantability of the Premises, resulting from any fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"“Landlord Repairs”). If If, according to such estimate, the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord Repairs cannot be made tenantable substantially completed within 210 days from the date the repair is started, then either party shall have the right to terminate this Lease upon written notice to the other within 10 days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 270 days after the date of the Casualty, shall have the right to either party may terminate this Lease if: (1) upon 60 days’ notice to the other party delivered within 10 days after ▇▇▇▇▇▇▇▇’s delivery of such estimate. Within 90 days after discovering any damage to the Project resulting from any Casualty, Landlord may, whether or not the Premises have been materially damaged and there are affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds be used to pay any mortgage debt; (ii) any damage to Landlord’s property is less not fully covered by Landlord’s insurance policies plus any applicable deductibles (other than 1 year of the Term remaining on the date of the Casualty (after giving effect deductibles with respect to any unexpired options to extend that have been validly exercised as provided hereinearthquake damage); (2iii) any Mortgagee requires Landlord decides to rebuild the Building or Common Areas so that it or they will be substantially different structurally or architecturally; (iv) the insurance proceeds be applied to damage occurs during the payment last 12 months of the mortgage debtTerm; or (3v) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16any owner, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration other than Landlord, of any damaged portion of the following factors in arriving at its decision shall Project does not be deemed discriminatory: Length of term remaining on the Lease, time needed intend to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenantssuch damage. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 one (1) year of the Term remaining on the date of such the Casualty; (cb) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (dc) Tenant provides Landlord with written notice of its intent to terminate within 10 30 days after the date of Tenant’s receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use estimate of the Premisestime required to substantially complete the Landlord Repairs. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminatedterminated pursuant to this Section 11, Landlord shall promptly and diligentlydiligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment or and other matters beyond Landlord's reasonable control, events of Force Majeure. The Landlord Repairs shall restore the Premises (other than trade fixtures) and any Common Areas. Such restoration shall be Area or portion of the Base Building necessary for access to or tenantability of the Premises to substantially the same condition that existed prior to when the CasualtyCasualty occurred, except for (a) any modifications required by Law or any other Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to or tenantability of the Premises. Upon notice from LandlordNotwithstanding Section 10.4, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlordits designee) all property insurance proceeds payable to Tenant under Tenant's Insurance ’s insurance required under Section 10.2 with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided -Insured Improvements, and if the estimated or actual cost to repair such Leasehold of restoring any Tenant-Insured Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, Tenant shall pay such excess (the excess “Excess”) to Landlord within 30 days after Landlord’s demand; provided, however, that if (a) the Casualty was not caused by the negligence or willful misconduct of any Tenant Party, and (b) the amount of such insurance proceeds (or, if greater, the amount of insurance proceeds Tenant would have been entitled to receive if it had maintained the property insurance required under Section 10.2), together with any self-insured retention or deductible, is less than the amount, if any, by which the estimated or actual cost of restoring any Tenant-Insured Improvements exceeds $100,000.00 (such repairs shortfall being referred herein to as the “Shortfall”), then (x) Tenant may terminate this Lease by providing Landlord with 15 business days’ prior notice (which notice shall be paid by Tenant to Landlord prior to Landlord's commencement include reasonable documentation of repairs. Within the Shortfall) within 15 days of demandafter receiving such demand (the “Tenant Notice Period”); provided further, however, that Landlord, by notifying Tenant within 10 business days after receiving such notice and documentation, may cancel such termination, in which event Tenant’s obligation to pay the Excess shall also pay not exceed $100,000.00; and (y) if this Lease is not terminated pursuant to the preceding clause (x) and Landlord for any additional excess costs that are determined during the delays performance of the repairsLandlord Repairs until the earliest of (i) the date, if any, on which Tenant notifies Landlord that Tenant waives its right to so terminate this Lease, (ii) the expiration of the Tenant Notice Period without Tenant giving Landlord notice of such termination, or (iii) if Tenant gives such notice before the expiration of the Tenant Notice Period, the date on which Landlord notifies Tenant that Landlord cancels such termination, then, for purposes of determining the period of any abatement of Monthly Rent pursuant to this Section 11, the Landlord Repairs shall be deemed to have been completed on the date on which Landlord reasonably estimates such completion would have occurred in the absence of such delay. In No Casualty and no event restoration performed as required hereunder shall render Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, constitute a constructive eviction, or injury excuse Tenant from any obligation hereunder; provided, however, that if the Premises (other than trade fixtures) or any Common Area or portion of the Base Building necessary for access to Tenant's business resulting in or tenantability of the Premises is damaged by a Casualty, then, during any way from the Casualty or the repair thereof. During time that, as a result of such damage, any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant inaccessible or untenantable and is not using occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 2 contracts
Sources: Office Lease (Evommune, Inc.), Office Lease (Evommune, Inc.)
Casualty Damage. 16.01 If all With reasonable promptness after discovering any damage to the Premises (other than trade fixtures), or to any Common Area or portion of the Premises becomes untenantable by Base Building necessary for access to or tenantability of the Premises, resulting from any fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"“Landlord Repairs”). If If, according to such estimate, the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord Repairs cannot be made tenantable substantially completed within 210 270 days from the date the repair is startedafter they are commenced, then either party shall have the right to may terminate this Lease upon written 60 days’ notice to the other party delivered within 10 days after receipt Landlord’s delivery of such estimate. Within 90 days after discovering any damage to the Project resulting from any Casualty, Landlord may, whether or not the Premises are affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds be used to pay any mortgage debt; (ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building or Common Areas so that it or they will be substantially different structurally or architecturally; (iv) the damage occurs during the last 12 months of the Completion Estimate. TenantTerm; or (v) any owner, other than Landlord, of any damaged portion of the Project does not intend to repair such damage; provided, however, shall that Landlord may not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice pursuant to Tenant within 90 days after the date of the Casualty, shall have the right to terminate this Lease if: (1) sentence unless the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that or Landlord also exercises all rights it may have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work acquired as a result of the acts or omissions Casualty to terminate any other leases of Tenant, space in the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant Building (to approved plans, Tenant’s failure the extent such leases provide Landlord with termination rights comparable to comply those found herein with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”respect to such Casualty), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 . If this Lease is not terminatedterminated pursuant to this Section 11, Landlord shall promptly and diligentlydiligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment or and other matters beyond Landlord's reasonable control, events of Force Majeure. The Landlord Repairs shall restore the Premises (other than trade fixtures) and any Common Areas. Such restoration shall be Area or portion of the Base Building necessary for access to or tenantability of the Premises to substantially the same condition that existed prior to when the CasualtyCasualty occurred, except for (a) any modifications required by Law or any other Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to or tenantability of the Premises. Upon notice from LandlordNotwithstanding Section 10.4, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlordits designee) all property insurance proceeds payable to Tenant under Tenant's Insurance ’s insurance required under Section 10.2 with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided -Insured Improvements, and if the estimated or actual cost to repair such Leasehold of restoring any Tenant-Insured Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, the Tenant shall pay such excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within within 15 days of after Landlord’s demand, Tenant . No Casualty and no restoration performed as required hereunder shall also pay render Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, constitute a constructive eviction, or injury excuse Tenant from any obligation hereunder; provided, however, that if the Premises (other than trade fixtures) or any Common Area or portion of the Base Building necessary for access to Tenant's business resulting in or tenantability of the Premises is damaged by a Casualty, then, during any way from the Casualty or the repair thereof. During time that, as a result of such damage, any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant inaccessible or untenantable and is not using occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 2 contracts
Sources: Office Lease (Graybug Vision, Inc.), Office Lease (Graybug Vision, Inc.)
Casualty Damage. 16.01 A. If all or any part of the Premises is damaged by fire or other casualty, Tenant shall immediately notify Landlord in writing. During any period of time that all or any portion of the Premises is rendered untenantable as a result of a fire or other casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is untenantable and not used by Tenant. Landlord shall have the right to terminate this Lease if: (1) the Building shall be damaged so that, in Landlord’s reasonable judgment, substantial alteration or reconstruction of the Building shall be required (whether or not the Premises has been damaged) and Landlord terminates all other leases in the Building; (2) Landlord is not permitted by Law to rebuild the Building in substantially the same form as existed before the fire or casualty; (3) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the casualty; (4) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; (5) a material uninsured loss to the Building occurs; (6) any restoration would be considered “construction” with respect to the Premises within the meaning of Treas. Reg. Section 1.856; or (7) such restoration would not be permitted under the Pooling and Servicing Agreement dated July 1, 2007 by and between J.P. ▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Securities Corp., as Depositor, Wachovia Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer and Lasalle Bank National Association, as Trustee, to which the Landlord is subject. Landlord may exercise its right to terminate this Lease by notifying Tenant in writing within 60 days after the date of the casualty. Tenant shall have the right to terminate this Lease if: (I) Landlord is not permitted by Law to rebuild the portion of the Building in which the Premises is located to substantially the same form as existed before the fire or casualty or (II) the Premises have been materially damaged (i.e. at least 33% is not habitable) and there is less than 1 year of the Term remaining on the date of the casualty. Tenant may exercise its right to terminate this Lease by notifying Landlord in writing within 60 days after the date of the casualty. If Landlord does not terminate this Lease, Landlord shall commence and proceed with reasonable diligence to repair and restore the Building and the Leasehold Improvements (excluding any Alterations that were performed by Tenant in violation of this Lease). If such repair and restoration is not completed within two hundred seventy (270) days of the casualty, then Tenant shall have the right to terminate this Lease at any time thereafter until such completion occurs by notifying Landlord in writing. Landlord shall not be liable for any loss or damage to Tenant’s Property or to the business of Tenant resulting in any way from the fire or other casualty or from the repair and restoration of the damage. Landlord and Tenant hereby waive the provisions of any Law relating to the matters addressed in this Article, and agree that their respective rights for damage to or destruction of the Premises shall be those specifically provided in this Lease.
B. If all or any portion of the Premises becomes shall be made untenantable by fire or other casualty casualty, and Landlord has not elected to the Premises (collectively a “Casualty”)terminate this Lease pursuant to Section XVII.A above, LandlordLandlord shall, with reasonable promptness, shall cause a an architect or general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete (as hereinafter defined) substantially complete the repair and restoration of the Premises and any Common Areas necessary to provide access to make the Premises tenantable again, using standard working methods ("“Completion Estimate"”). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 210 270 days from the date the repair and restoration is started, then regardless of anything in Section XVII.A above to the contrary, either party shall have the right to terminate this Lease upon by giving written notice to the other of such election within 10 business days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty fire or casualty was caused by the negligence or intentional misconduct of Tenant, Tenant Related Parties or any Tenant Related Partiesof Tenant’s transferees, contractors or licensees. In addition, Landlord, by notice to Tenant within 90 days after the date of the Casualty, shall have the right to terminate this Lease if: (1) If the Premises have been materially damaged (i.e. at least 33% is not habitable) and there is less than 1 year Landlord has not commenced repairs within ninety (90) days after delivery of the Term remaining on the date of the Casualty Completion Estimate to Tenant (after giving effect which 90-day period shall be extended due to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the Force Majeure and/or delay in obtaining insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to not within Landlord’s reasonable control), then Tenant may terminate this Lease pursuant upon five (5) days prior written notice given to this Article 16Landlord at any time following such 90-day period (as may be extended), Landlord agrees to exercise provided such termination right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant void in the same manner as other tenants. event Landlord shall not in bad faith terminate this Lease pursuant to has commenced such repairs on or before the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date end of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days 5-day period after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delaytermination notice.
16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, restore the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant's business resulting in any way from the Casualty or the repair thereof. During any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant is not using such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 2 contracts
Sources: Office Lease Agreement (Collegium Pharmaceutical, Inc), Office Lease Agreement (Collegium Pharmaceutical Inc)
Casualty Damage. 16.01 If all With reasonable promptness after discovering any damage to the Premises, or to the Common Areas necessary for access to the Premises, resulting from any portion of the Premises becomes untenantable by fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"“Landlord Repairs”). If If, according to such estimate, the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord Repairs cannot be made tenantable substantially completed within 210 270 days from the date the repair is startedafter commencement, then either party shall have the right to may terminate this Lease upon written 60 days’ notice to the other party delivered within 10 days after receipt Landlord’s delivery of the Completion Estimatesuch estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within Within 90 days after discovering any damage to the date of the Project resulting from any Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Leasemay, whether or not a party hereto maintained such the Premises is affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance coverage. The repair and restoration work shall proceeds be deemed used to be “Substantially Complete” on pay any mortgage debt; (ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) the date that all such work has been performeddamage occurs during the last 12 months of the Term; or (iv) any owner, other than Landlord, of any details damaged portion of construction, mechanical adjustment or any other similar matter, the non-completion of which Project does not materially interfere with Tenant’s use of the Premisesintend to repair such damage. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminatedterminated pursuant to this Section 11, Landlord shall promptly and diligentlydiligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment or and other matters beyond Landlord's reasonable control, events of Force Majeure. The Landlord Repairs shall restore the Premises and the Common Areas. Such restoration shall be Areas necessary for access to the Premises to substantially the same condition that existed prior to when the CasualtyCasualty occurred, except for (a) any modifications required by Law or any other Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to the Premises. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlordits designee) all property insurance proceeds payable to Tenant under Tenant's Insurance ’s insurance required under Section 10.2 with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if -Insured Improvements. If the estimated or actual cost to repair such Leasehold of restoring any Tenant-Insured Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, the Tenant shall pay such excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within within 15 days of after Landlord’s demand, Tenant . No Casualty and no restoration performed as required hereunder shall also pay render Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, constitute a constructive eviction, or injury excuse Tenant from any obligation hereunder; provided, however, that if the Premises or any Common Area necessary for Tenant’s access to Tenant's business resulting in the Premises is damaged by a Casualty, then, during any way from the Casualty or the repair thereof. During time that, as a result of such damage, any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant untenantable or inaccessible and is not using occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 2 contracts
Sources: Office Lease Agreement (Cardiodx Inc), Office Lease Agreement (Cardiodx Inc)
Casualty Damage. 16.01 If all With reasonable promptness after discovering any damage to the Premises, or to the Common Areas necessary for access to the Premises, resulting from any portion of the Premises becomes untenantable by fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"“Landlord Repairs”). If If, according to such estimate, the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord Repairs cannot be made tenantable substantially completed within 210 days from the date the repair is startedafter they are commenced, then either party shall have the right to may terminate this Lease upon written 60 days’ notice to the other party delivered within 10 days after receipt Landlord’s delivery of such estimate. Within 90 days after discovering any damage to the Completion Estimate. TenantProject resulting from any Casualty, howeverLandlord may, shall whether or not have the right to Premises is affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds be used to pay any mortgage debt; (ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building or Common Areas so that it or they will be substantially different structurally or architecturally; (iv) the damage occurs during the last 12 months of the Term; or (v) any owner, other than Landlord, of any damaged portion of the Project does not intend to repair such damage. Tenant may terminate this Lease, by notifying Landlord within 30 days after receiving Landlord’s estimate of the time required to substantially complete the Landlord Repairs, if (a) the Casualty was caused by has occurred during the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year last 12 months of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) and has damaged a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration portion of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of (b) such estimate indicates that the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after Tenant’s receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimateestimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminatedterminated pursuant to this Section 11, Landlord shall promptly and diligentlydiligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment or and other matters beyond Landlord's reasonable control, events of Force Majeure. The Landlord Repairs shall restore the Premises and the Common Areas. Such restoration shall be Areas necessary for access to the Premises to substantially the same condition that existed prior to when the CasualtyCasualty occurred, except for (a) any modifications required by Law or any other Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to the Premises. Upon notice from LandlordNotwithstanding Section 10.4, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlordits designee) all property insurance proceeds payable to Tenant under Tenant's Insurance ’s insurance required under Section 10.2 with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided -Insured Improvements, and if the estimated or actual cost to repair such Leasehold of restoring any Tenant-Insured Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, the Tenant shall pay such excess cost of such repairs shall be paid by Tenant to Landlord prior to within 30 days after Landlord's commencement of repairs’s demand. Within 15 days of demand, Tenant No Casualty and no restoration performed as required hereunder shall also pay render Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, constitute a constructive eviction, or injury excuse Tenant from any obligation hereunder; provided, however, that if the Premises or any Common Area necessary for Tenant’s access to Tenant's business resulting in the Premises is damaged by a Casualty, then, during any way from the Casualty or the repair thereof. During time that, as a result of such damage, any period of time that all or a material portion of the Premises is rendered unusable untenantable for the conduct of Tenant’s office uses therein (as Tenant Permitted Use or inaccessible and is not using occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 2 contracts
Sources: Office Lease (Extend Health Inc), Office Lease (Extend Health Inc)
Casualty Damage. 16.01 If all With reasonable promptness after discovering any damage to the Premises (other than trade fixtures), or to any Common Area or portion of the Premises becomes untenantable by Base Building necessary for access to or tenantability of the Premises, resulting from any fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"“Landlord Repairs”). If If, according to such estimate, the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord Repairs cannot be made tenantable substantially completed within 210 days from the date the repair is startedafter they are commenced, then either party shall have the right to may terminate this Lease upon written 60 days’ notice to the other party delivered within 10 days after receipt Landlord’s delivery of the Completion Estimatesuch estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within Within 90 days after discovering any damage to the date of the Project resulting from any Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Leasemay, whether or not a party hereto maintained such the Premises are affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance coverage. The repair and restoration work shall proceeds be deemed used to pay any mortgage debt; (ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building or Common Areas so that it or they will be “Substantially Complete” on substantially different structurally or architecturally; (iv) the date that all such work has been performeddamage occurs during the last 12 months of the Term; or (v) any owner, other than Landlord, of any details damaged portion of construction, mechanical adjustment or any other similar matter, the non-completion of which Project does not materially interfere with Tenant’s use of the Premisesintend to repair such damage. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminatedterminated pursuant to this Section 11, Landlord shall promptly and diligentlydiligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment or and other matters beyond Landlord's reasonable control, events of Force Majeure. The Landlord Repairs shall restore the Premises (other than trade fixtures) and any Common Areas. Such restoration shall be Area or portion of the Base Building necessary for access to or tenantability of the Premises to substantially the same condition that existed prior to when the CasualtyCasualty occurred, except for (a) any modifications required by Law or any other Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to or tenantability of the Premises. Upon notice from LandlordNotwithstanding Section 10.4, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlordits designee) all property insurance proceeds payable to Tenant under Tenant's Insurance ’s insurance required under Section 10.2 with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided -Insured Improvements, and if the estimated or actual cost to repair such Leasehold of restoring any Tenant-Insured Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, the Tenant shall pay such excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within within 15 days of after Landlord’s demand, Tenant . No Casualty and no restoration performed as required hereunder shall also pay render Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, constitute a constructive eviction, or injury excuse Tenant from any obligation hereunder; provided, however, that if the Premises (other than trade fixtures) or any Common Area or portion of the Base Building necessary for access to Tenant's business resulting in or tenantability of the Premises is damaged by a Casualty, then, during any way from the Casualty or the repair thereof. During time that, as a result of such damage, any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant inaccessible or untenantable and is not using occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 2 contracts
Sources: Office Lease (Medallia, Inc.), Office Lease (Medallia, Inc.)
Casualty Damage. 16.01 If all or any portion of the Premises becomes untenantable or inaccessible by fire or other casualty to the Premises or the Common Areas (collectively a “Casualty”), Landlord, with reasonable promptness, Landlord shall cause a general contractor selected by Landlord to promptly provide Landlord and Tenant with a written estimate of the amount of time required required, using standard working methods methods, to Substantially Complete (as hereinafter defined) substantially complete the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("“Completion Estimate"”). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 210 one hundred eighty (180) days from the date of the repair is startedCasualty, then either party shall have the right to terminate this Lease upon written notice to the other within 10 ten (10) days after Tenant’s receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlordeither party, by notice to Tenant the other party delivered within 90 ninety (90) days after the date of the Casualty, shall have the right to terminate this Lease if: (1) if the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty and the Completion Estimate exceeds sixty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (260) any Mortgagee requires that days from the insurance proceeds be applied to the payment date of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenantsCasualty. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this the Lease if: if the damage to the Building is (a) due to a substantial portion risk required to be insured against under Section 14.02 of the Premises has been damaged by fire Lease or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is repair or restoration would cost less than 1 year ten percent (10%) of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt replacement cost of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant DelayBuilding.
16.02 If this Lease is not terminatedterminated pursuant to Section 16.01, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's ’s reasonable control, restore the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by LandlordLaw. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's ’s Insurance with respect to any Leasehold Improvements to be performed by or Landlord for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration of the Premises and Common Areas than the insurance proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant's ’s business resulting in any way from the Casualty or the repair thereof. During ; provided, however, that during any period of time that all or a material portion when Tenant’s use of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant is not using such portion of the Premises) as a result of a Casualtymaterially impaired by damage or destruction, the Rent shall equitably ▇▇▇▇▇ for in proportion to the portion degree to which Tenant’s use of the Premises that is unusable and not used by Tenantimpaired.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 2 contracts
Sources: Office Lease Agreement (Cloudflare, Inc.), Office Lease Agreement (Cloudflare, Inc.)
Casualty Damage. 16.01 If all With reasonable promptness after discovering any damage to the Premises (other than trade fixtures), or to any portion Common Area or Building system necessary for access to or tenantability of the Premises becomes untenantable by Premises, resulting from any fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"“Landlord Repairs”). If If, according to such estimate, the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord Repairs cannot be made tenantable substantially completed within 210 days from the date the repair is started, then either party shall have the right to terminate this Lease upon written notice to the other within 10 days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 days after the date of the Casualty, shall have the right to either party may terminate this Lease if: upon 60 days’ notice to the other party delivered within 10 days after Landlord’s delivery of such estimate. Within 90 days after discovering any damage to the Project resulting from any Casualty, Landlord may, whether or not the Premises are affected, terminate this Lease by notifying Tenant if (1i) any Security Holder terminates any ground lease or requires that any insurance proceeds be used to pay any mortgage debt; (ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building or Common Areas so that it or they will be substantially different structurally or architecturally; or (iv) the damage occurs during the last months of the Term and Landlord’s estimate indicates that the Landlord Repairs cannot be substantially completed within the period beginning on the date of the Casualty and having a duration equal to 25% of the balance of the Term remaining on such date; provided, however, that Landlord may not terminate this Lease pursuant to clause (ii) or (iii) of this sentence unless the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that or Landlord also exercises all rights it may have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work acquired as a result of the acts or omissions Casualty to terminate any other similarly situated leases of Tenant, space in the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 Building. If this Lease is not terminatedterminated pursuant to this Section 11, Landlord shall promptly and diligentlydiligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment or and other matters beyond Landlord's reasonable control, events of Force Majeure. The Landlord Repairs shall restore the Premises (other than trade fixtures) and any Common Areas. Such restoration shall be Area or Building system necessary for access to or tenantability of the Premises to substantially the same condition that existed prior to when the CasualtyCasualty occurred, except for (a) any modifications required by Law or any other Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to or tenantability of the Premises. Upon notice from LandlordNotwithstanding Section 10.4, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlordits designee) all property insurance proceeds payable to Tenant under Tenant's Insurance ’s insurance required under Section 10.2 with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided -Insured Improvements, and if the estimated or actual cost to repair such Leasehold of restoring any Tenant-Insured Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, the Tenant shall pay such excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within within 15 days of after Landlord’s demand, Tenant . No Casualty and no restoration performed as required hereunder shall also pay render Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, constitute a constructive eviction, or injury excuse Tenant from any obligation hereunder; provided, however, that if the Premises (other than trade fixtures) or any Common Area or Building system necessary for access to Tenant's business resulting in or tenantability of the Premises is damaged by a Casualty, then, during any way from the Casualty or the repair thereof. During time that, as a result of such damage, any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant inaccessible or untenantable and is not using occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 2 contracts
Sources: Office Lease (Apigee Corp), Office Lease (Apigee Corp)
Casualty Damage. 16.01 If all With reasonable promptness after discovering any damage to the Premises, or to the Common Areas necessary for access to the Premises, resulting from any portion of the Premises becomes untenantable by fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"“Landlord Repairs”). If If, according to such estimate, the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord Repairs cannot be made tenantable substantially completed within 210 180 days from the date the repair is startedafter they are commenced, then either party shall have the right to may terminate this Lease upon written 60 days’ notice to the other party delivered within 10 days after receipt Landlord’s delivery of the Completion Estimatesuch estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within Within 90 days after discovering any damage to the date of the Project resulting from any Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Leasemay, whether or not a party hereto maintained such the Premises is affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance coverage. The repair and restoration work shall proceeds be deemed used to pay any mortgage debt; (ii) any damage to Landlord’s property is not substantially covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building or Common Areas so that it or they will be “Substantially Complete” on substantially different structurally or architecturally; (iv) the date that all such work has been performeddamage occurs during the last 12 months of the Term; or (v) any owner, other than Landlord, of any details damaged portion of construction, mechanical adjustment or any other similar matter, the non-completion of which Project does not materially interfere with Tenant’s use of the Premisesintend to repair such damage. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminatedterminated pursuant to this Section 11, Landlord shall promptly and diligentlydiligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment or and other matters beyond Landlord's reasonable control, events of Force Majeure. The Landlord Repairs shall restore the Premises and the Common Areas. Such restoration shall be Areas necessary for access to the Premises to substantially the same condition that existed prior to when the CasualtyCasualty occurred, except for (a) any modifications required by Law or any other Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to the Premises. Upon notice from LandlordNotwithstanding Section 10.4, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlordits designee) all property insurance proceeds payable to Tenant under Tenant's Insurance ’s insurance required under Section 10.2 with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided -Insured Improvements, and if the estimated or actual cost to repair such Leasehold of restoring any Tenant-Insured Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, the Tenant shall pay such excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within within 15 days of after Landlord’s demand, Tenant . No Casualty and no restoration performed as required hereunder shall also pay render Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, constitute a constructive eviction, or injury excuse Tenant from any obligation hereunder; provided, however, that if the Premises or any Common Area necessary for Tenant’s access to Tenant's business resulting in the Premises is damaged by a Casualty, then, during any way from the Casualty or the repair thereof. During time that, as a result of such damage, any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant untenantable or inaccessible and is not using occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 2 contracts
Sources: Office Lease (NeuroSigma, Inc.), Office Lease (NeuroSigma, Inc.)
Casualty Damage. 16.01 If all With reasonable promptness after discovering any damage to the Premises, or to the Common Areas necessary for access to the Premises, resulting from any portion of the Premises becomes untenantable by fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with estimate (based upon a written estimate from Landlord’s contractor) of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"“Landlord Repairs”). If If, according to such estimate, the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord Repairs cannot be made tenantable substantially completed within 210 days from the date the repair is started, then either party shall have the right to terminate this Lease upon written notice to the other within 10 days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 270 days after the date of the Casualty, shall have the right to either party may terminate this Lease if: (1) upon 45 days’ notice to the other party delivered within 10 days after Landlord’s delivery of such estimate. Within 90 days after discovering any damage to the Project resulting from any Casualty, Landlord may, whether or not the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty affected, terminate this Lease by notifying Tenant if (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2i) any Mortgagee Security Holder terminates any ground lease or requires that the any insurance proceeds be applied used to the payment of the pay any mortgage debt; or (3ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies plus any applicable deductibles (other than deductibles with respect to earthquake damage), except in a material uninsured loss circumstance in which such shortfall results from Landlord’s breach of its obligations under Section 10.6(b) hereof; (iii) Landlord decides to rebuild the Building or Premises Common Areas so that it or they will be substantially different structurally or architecturally; (as hereinafter definediv) occurs. If the damage occurs during the last months of the Term; or (v) any owner, other than Landlord, of any damaged portion of the Project does not intend to repair such damage; provided, however, that Landlord has the right to may not terminate this Lease pursuant to this Article 16, sentence unless Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall also exercises all rights it may have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work acquired as a result of the acts or omissions Casualty to terminate any other leases of Tenant, space in the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 Building. If this Lease is not terminatedterminated pursuant to this Section 11, Landlord shall promptly and diligentlydiligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment or and other matters beyond Landlord's reasonable control, events of Force Majeure. The Landlord Repairs shall restore the Premises and the Common Areas. Such restoration shall be Areas necessary for access to the Premises to substantially the same condition that existed prior to when the CasualtyCasualty occurred, except for (a) any modifications required by Law or any other Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to the Premises. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlordits designee) all property insurance proceeds payable to Tenant under Tenant's Insurance ’s insurance required under Section 10.2 with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if -Insured Improvements. If the estimated or actual cost to repair such Leasehold of restoring any Tenant-Insured Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, the Tenant shall pay such excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within within 15 days of after Landlord’s demand, Tenant . No Casualty and no restoration performed as required hereunder shall also pay render Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, constitute a constructive eviction, or injury excuse Tenant from any obligation hereunder; provided, however, that if the Premises or any Common Area necessary for Tenant’s access to Tenant's business resulting in (or parking for) the Premises is damaged by a Casualty, then, during any way from the Casualty or the repair thereof. During time that, as a result of such damage, any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant untenantable or inaccessible and is not using occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 2 contracts
Sources: Office Lease (Marketo, Inc.), Office Lease (Marketo, Inc.)
Casualty Damage. 16.01 If all With reasonable promptness after discovering any damage to the Premises, or to the Common Areas necessary for access to the Premises, resulting from any portion of the Premises becomes untenantable by fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"“Landlord Repairs”). If If, according to such estimate, the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord Repairs cannot be made tenantable substantially completed within 210 days from the date the repair is startedafter they are commenced, then either party shall have the right to may terminate this Lease upon written 60 days’ notice to the other party delivered within 10 days after receipt Landlord’s delivery of such estimate. Within 90 days after discovering any damage to the Project resulting from any Casualty, Landlord may, whether or not the Premises is affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds be used to pay any mortgage debt; (ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building or Common Areas so that it or they will be substantially different structurally or architecturally; (iv) the damage occurs during the lest 12 months of the Completion Estimate. TenantTerm; or (v) any owner, other than Landlord, of any damaged portion of the Project does not intend to repair such damage; provided, however, shall that Landlord may not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of sentence unless the Premises has been materially damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that also exercises all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work rights it may have acquired as a result of the acts or omissions Casualty to terminate any other similarly situated leases of Tenant, space in the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 Building. If this Lease is not terminatedterminated pursuant to this Section 11, Landlord shall promptly and diligentlydiligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment or and other matters beyond Landlord's reasonable control, events of Force Majeure. The Landlord Repairs shall restore the Premises and the Common Areas. Such restoration shall be Areas necessary for access to the Premises to substantially the same condition that existed prior to when the CasualtyCasualty occurred, except for (a) any modifications required by Law or any other Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to the Premises. Upon notice from LandlordNotwithstanding Section 10.4, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlordits designee) all property insurance proceeds payable to Tenant under Tenant's Insurance ’s insurance required under Section 10.2 with respect to any Leasehold Tenant-Insured Improvements performed by or for the benefit of Tenant; provided and trade fixtures, and if the estimated or actual cost to repair such Leasehold of restoring any Tenant-Insured Improvements and trade fixtures exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, the Tenant shall pay such excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within within 15 days of after Landlord’s demand, Tenant . No Casualty and no restoration performed as required hereunder shall also pay render Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, constitute a constructive eviction, or injury excuse Tenant from any obligation hereunder; provided, however, that if the Premises or any Common Area necessary for Tenant’s access to Tenant's business resulting in the Premises is damaged by a Casualty, than, during any way from the Casualty or the repair thereof. During time that, as a result of such damage, any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant untenantable or inaccessible and is not using occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 2 contracts
Sources: Office Lease (Versartis, Inc.), Office Lease (Versartis, Inc.)
Casualty Damage. 16.01 If all or With reasonable promptness after discovering any portion of damage to the Premises becomes untenantable by (other than trade fixtures), or to the Common Areas necessary for access to the Premises, resulting from any fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration “Landlord Repairs”). If, according to such estimate, the Landlord Repairs cannot be substantially completed within 270 days after the Casualty (or, if the damage occurs during the last 12 months of the Term, within 60 days after the Casualty), either party may terminate this Lease upon 60 days’ notice to the other party delivered within 10 days after Landlord’s delivery of such estimate. Within 90 days after discovering any damage to the Property resulting from any Casualty, Landlord may terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds be used to pay any mortgage debt; or (ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies (excluding commercially reasonable deductible amounts). If this Lease is not terminated pursuant to this Section 11, Landlord shall promptly and diligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the Premises (other than trade fixtures) and any the Common Areas necessary to provide for access to the Premises to substantially the same condition that existed when the Casualty occurred, except for ("Completion Estimate")a) any modifications required by Law or any Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to the Premises. If Notwithstanding Section 10.4, Tenant shall assign to Landlord (or its designee) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 10.2 with respect to any Tenant-Insured Improvements, and if the Completion Estimate indicates estimated or actual cost of restoring any Tenant-Insured Improvements exceeds the insurance proceeds received by Landlord from Tenant’s insurance carrier, Tenant shall pay such excess to Landlord within 15 days after Landlord’s demand. No Casualty and no restoration performed as required hereunder shall render Landlord liable to Tenant, constitute a constructive eviction, or excuse Tenant from any obligation hereunder; provided, however, that if the Premises or any Common Areas Area necessary to provide for Tenant’s access to the Premises canis damaged by a Casualty, then, during any time that, as a result of such damage, any portion of the Premises is untenantable or inaccessible and is not occupied by Tenant, Monthly Rent shall be made tenantable within 210 days from the date the repair is started, then either party shall have the right to terminate this Lease upon written notice abated in proportion to the other within 10 days after receipt rentable square footage of such portion of the Completion EstimatePremises. TenantIf Landlord does not substantially complete the Landlord Repairs on or before the Outside Restoration Date (defined below), howeverthen, shall provided that the casualty was not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In additionParty, Landlord, Tenant may terminate this Lease by notice to Tenant notifying Landlord within 90 ten (10) days after the Outside Restoration Date. As used herein, “Outside Restoration Date” means the date occurring sixty (60) days after the later of (a) the expiration of the time set forth in the Completion Estimate, or (b) the date occurring two hundred seventy (270) days after the Casualty; provided, however, that the Outside Restoration Date shall have be extended to the right extent any unreasonable delay in the substantial completion of the Landlord Repairs is caused by Tenant or any Tenant Party. Notwithstanding the foregoing, if Landlord determines in good faith that it will be unable to substantially complete the Landlord Repairs on or before the Outside Restoration Date, Landlord may cease its performance of the Landlord Repairs and notify Tenant (the “Restoration Date Extension Notice”) of such inability, which Restoration Date Extension Notice shall set forth the date on which Landlord reasonably believes such substantial completion will occur. Upon receiving the Restoration Date Extension Notice, Tenant may terminate this Lease if: by notifying Landlord within ten (110) days after receiving the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occursRestoration Date Extension Notice. If Landlord has the right to Tenant does not terminate this Lease pursuant within such ten (10) day period, the Outside Restoration Date automatically shall be amended to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting be the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant date set forth in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant DelayRestoration Date Extension Notice.
16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, restore the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant's business resulting in any way from the Casualty or the repair thereof. During any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant is not using such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 2 contracts
Sources: Office Lease (Ubiquiti Networks, Inc.), Office Lease (Ubiquiti Networks, Inc.)
Casualty Damage. 16.01 19.1 If all the Premises or any portion of the Premises becomes untenantable part thereof are damaged by fire or other casualty casualty, Tenant will give prompt written notice thereof to Landlord.
19.2 If the Building is damaged such that substantial alteration or reconstruction of the Building is, in Landlord’s sole opinion, required (whether or not the Premises (collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected are damaged by Landlord to provide Landlord and Tenant with a written estimate such casualty) or if any mortgagee of the amount of time required using standard working methods to Substantially Complete (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 210 days from the date the repair is started, then either party shall have the right to terminate this Lease upon written notice to the other within 10 days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee Building requires that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt; debt or (3) a in the event of any material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Building, Landlord has the right to may, at its option, terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to notifying Tenant in writing of such termination within 90 days after the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms date of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenantsuch damage. In addition, Tenant shall if a substantial portion of the Building is destroyed such that the Premises become untenantable, then Landlord will select a registered architect licensed to do business in Florida to estimate the time for completion. If such architect should certify that such work to the Premises cannot be accomplished by using standard working methods and procedures so as to make the Premises tenantable within 180 days from the date of casualty or within 3 months from such date if the Lease Term has less than 12 months remaining, either party will have the right to terminate this Lease if: by giving to the other notice of such election within 10 days after Tenant’s receipt of the architect’s certificate. If said fire or other casualty results in the total destruction of the Building, this Lease will automatically terminate as of the date of said fire or other casualty.
19.3 If this Lease is not terminated pursuant to Paragraph 19.2, then (ai) Tenant will obtain the insurance proceeds on Tenant’s trade fixtures and personal property in the Premises; (ii) Tenant will take such action as is necessary to make available applicable insurance proceeds on Tenant Alterations and leasehold improvements which Tenant is required to insure in accordance with Paragraph 10 or Section 1.1(a) of Exhibit E, and Tenant will cause such insurance proceeds on such Tenant Alterations and leasehold improvements to be paid to Landlord; and (iii) Landlord will take such action as is necessary to make applicable insurance proceeds available with respect to the Building and will commence and proceed with reasonable diligence to restore the Building and the Premises. However, Landlord will not be obligated to spend for such work an amount in excess of the insurance proceeds actually received by Landlord as a substantial result of the casualty. Tenant will be responsible for replacing and restoring Tenant’s trade fixtures and personal property.
19.4 Landlord will not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof, except that, subject to the provisions of Paragraph 19.5, Landlord will allow Tenant a fair diminution of rent during the time and to the extent the Premises are unfit for occupancy.
19.5 If the Premises or any portion of the Premises has been Building is damaged by fire or other casualty and resulting from the fault or negligence of Tenant’s agents, employees, or invitees, the rent hereunder will not be diminished, offset, or abated during the repair of such damage cannot reasonably and Tenant will be repaired within 60 days after receipt liable to Landlord for the cost of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on of the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminatedBuilding caused thereby, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, restore the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Law or as well as any other modifications to the Common Areas deemed desirable by Landlord. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received and expense thereby incurred by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant's business resulting in any way from the Casualty or the repair thereof. During any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant extent such cost and expense is not using such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used covered by TenantLandlord’s insurance proceeds.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 2 contracts
Sources: Office Lease Agreement (Liquid Holdings Group LLC), Office Lease Agreement (Liquid Holdings Group LLC)
Casualty Damage. 16.01 If If, as a result of fire or other casualty (each, a “Casualty”), all or any portion of the Premises becomes untenantable by fire or other casualty to the Premises (collectively a “Casualty”)inaccessible, Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required required, using standard working methods methods, to Substantially Complete (as hereinafter defined) substantially complete the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("“Completion Estimate"”). Landlord shall promptly forward a copy of the Completion Estimate to Tenant. If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 210 270 days from the date of the repair is startedCasualty (when such repairs are made without the payment of overtime or other premiums), then either party shall have the right to terminate this Lease upon written notice to the other within 10 ten (10) days after receipt Landlord’s delivery of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice delivered to Tenant within 90 ninety (90) days after the date of the Casualty, shall have the right to terminate this Lease ifif the Building or Property shall be damaged by Casualty, whether or not the Premises are affected, and one or more of the following conditions is present: (1) the Premises have been materially damaged and there is less than 1 year of the Term remaining on in Landlord’s reasonable judgment, repairs cannot reasonably be completed within two hundred seventy (270) days from the date the repairs are started (when such repairs are made without the payment of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided hereinovertime or other premiums); (2) any Mortgagee requires that the insurance proceeds or any portion thereof be applied to the payment of the mortgage debt; or (3) a material uninsured loss the damage is not fully covered by Landlord’s insurance policies and deductible amounts; (4) Landlord decides to rebuild the Building or Premises Common Areas so that they will be substantially different structurally or architecturally (as hereinafter definedprovided Landlord shall terminate all leases in the Building which are similarly affected); or (5) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting damage occurs during the Building. Consideration last twelve (12) months of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant DelayTerm.
16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's ’s reasonable control, restore the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's ’s Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's ’s commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairsrepairs to such Leasehold Improvements. Notwithstanding the foregoing provisions of this Section 16.02 to the contrary, in the event that Leasehold Improvements within the Premises are damaged as the result of a casualty which Tenant is not required to insure against hereunder (for example, but not by way of limitation, earthquake) Tenant shall only be responsible for the reconstruction of any Tenant Improvements and Alterations, but not reconstruction of the remaining Leasehold Improvements, which Landlord may elect to reconstruct; if Landlord elects not to reconstruct some or all of the Leasehold Improvements, Landlord will notify Tenant, setting forth in such notice the extent, if any, to which Landlord is willing to reconstruct the damaged Leasehold Improvements; and if such election on the part of Landlord would result in Tenant not being able to use the Premises (or a material portion) for the Permitted Use (or not being able to reconstruct its Tenant Improvements and Alterations) then either party hereto may terminate this Lease within thirty (30) days after Landlord’s delivery of notice to Tenant that Landlord has elected not to reconstruct some or all of the Leasehold Improvements. In no event shall Landlord be required to spend more for the restoration of the Premises and Common Areas than the proceeds received by LandlordLandlord and the deductible amounts, whether insurance proceeds under Landlord’s insurance or insurance proceeds or other amounts received from Tenant. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant's ’s business resulting in any way from the Casualty or the repair thereof. During any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant is not using such portion of the Premises) untenantable or inaccessible as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable untenantable or inaccessible and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 2 contracts
Sources: Office Lease Agreement (ForgeRock, Inc.), Office Lease Agreement (ForgeRock, Inc.)
Casualty Damage. 16.01 If all or any portion of the Premises becomes untenantable or inaccessible by fire or other casualty to the Premises or the Common Areas (collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required required, using standard working methods methods, to Substantially Complete (as hereinafter defined) substantially complete the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("“Completion Estimate"”). Landlord shall promptly forward a copy of the Completion Estimate to Tenant. If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 210 one hundred eighty (180) days from the date the repair is started, then either party shall have the right to terminate this Lease upon written notice to the other within 10 ten (10) days after Tenant’s receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the gross negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 ninety (90) days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year two (2) years of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein)Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's ’s reasonable control, restore the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord. Upon Notwithstanding Section 15, upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's Insurance ’s insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's ’s commencement of repairs. Within 15 fifteen (15) days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairsrepairs to such Leasehold Improvements. In no event shall Landlord be required to spend more for the restoration of the Premises and Common Areas than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. If following any such casualty, the Premises or Tenant’s access thereto have not been restored to the condition required hereunder by the later to occur of (a) the aforementioned one hundred eighty (180) day period or (b) the date that is thirty (30) days following the target completion date set forth in the Completion Estimate, then Tenant shall have the right to terminate this Lease upon thirty (30) days’ written notice to Landlord, provided that such notice shall be rendered null and void and of no effect if Landlord substantially completes the restoration within the thirty (30) day period following Tenant’s notice. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant's ’s business resulting in any way from the Casualty or the repair thereof. During Provided that Tenant is not in Default, during any period of time that all or a material any portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant is not using such portion of the Premises) untenantable as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable untenantable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 2 contracts
Sources: Office Lease Agreement, Office Lease Agreement (scPharmaceuticals Inc.)
Casualty Damage. 16.01 If all With reasonable promptness (and in any event, if structural damage has occurred then within 120 days, and otherwise within 30 days) after discovering any damage to the Premises (other than trade fixtures), or to any portion Common Area or Building system necessary for access to or tenantability of the Premises becomes untenantable by Premises, resulting from any fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"“Landlord Repairs”). If If, according to such estimate, the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord Repairs cannot be made tenantable substantially completed within 210 180 days from the date the repair is startedafter they are commenced, then either party shall have the right to may terminate this Lease upon written 60 days’ notice to the other party delivered within 10 days after receipt Landlord’s delivery of the Completion Estimatesuch estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 Within 45 days after discovering any damage to the date of the Project resulting from any Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Leasemay, whether or not a party hereto maintained such the Premises are affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance coverage. The repair and restoration work shall proceeds be deemed used to pay any mortgage debt; (ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building or Common Areas so that it or they will be “Substantially Complete” on substantially different structurally or architecturally; (iv) the date that all such work has been performeddamage occurs during the last 12 months of the Term; or (v) any owner, other than Landlord, of any details damaged portion of construction, mechanical adjustment or any other similar matter, the non-completion of which Project does not materially interfere with Tenant’s use of the Premisesintend to repair such damage. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminatedterminated pursuant to this Section 11, Landlord shall promptly and diligentlydiligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment or and other matters beyond Landlord's reasonable control, events of Force Majeure. The Landlord Repairs shall restore the Premises (other than trade fixtures) and any Common Areas. Such restoration shall be Area or Building system necessary for access to or tenantability of the Premises to substantially the same condition that existed prior to when the CasualtyCasualty occurred, except for (a) any modifications required by Law or any other Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to or tenantability of the Premises. Upon notice from LandlordNotwithstanding Section 10.4, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlordits designee) all property insurance proceeds payable to Tenant under Tenant's Insurance ’s insurance required under Section 10.2 with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided -Insured Improvements, and if the estimated or actual cost to repair such Leasehold of restoring any Tenant-Insured Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, the Tenant shall pay such excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within within 15 days of after Landlord’s demand. Except to the extent Landlord may breach its obligations under this Section 11, Tenant no Casualty or restoration shall also pay render Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, constitute a constructive eviction, or injury excuse Tenant from any obligation hereunder; provided, however, that if the Premises (other than trade fixtures) or any Common Area or Building system necessary for access to Tenant's business resulting in or tenantability of the Premises is damaged by a Casualty, then, during any way from the Casualty or the repair thereof. During time that, as a result of such damage, any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant inaccessible or untenantable and is not using occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises. If Landlord does not substantially complete the Landlord Repairs by the Outside Restoration Date (defined below), Tenant may terminate this Lease by notifying Landlord within 15 days after the Outside Restoration Date and before the substantial completion of the Landlord Repairs. As used herein, “Outside Restoration Date” means the date occurring two (2) as a result months after the later of a Casualty(a) the expiration of the time set forth in Landlord’s estimate described in the first sentence of this Section 11, or (b) the date occurring 180 days after the date the Landlord Repairs are commenced; provided, however, that the Outside Restoration Date shall be extended to the extent of (i) any delay caused by the insurance adjustment process; (ii) any other delay caused by events of Force Majeure, and (iii) any delay caused by Tenant or any party claiming by, through or under Tenant. Notwithstanding the foregoing, if Landlord determines in good faith that it will be unable to substantially complete the Landlord Repairs by the Outside Restoration Date, Landlord may cease its performance of the Landlord Repairs and provide Tenant with notice (the “Restoration Date Extension Notice”) stating such inability and identifying the date on which Landlord reasonably believes such substantial completion will occur, in which event Tenant may terminate this Lease by notifying Landlord within 10 business days after receiving the Restoration Date Extension Notice. If Tenant does not terminate this Lease within such 10-business day period, the Rent Outside Restoration Date shall ▇▇▇▇▇ for be automatically amended to be the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction date identified in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the PropertyRestoration Date Extension Notice.
Appears in 1 contract
Casualty Damage. 16.01 If all or any portion of the Premises becomes untenantable by fire or other casualty to the Premises (collectively a “Casualty”"CASUALTY"), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises (including all permanent improvements located therein) ("Completion EstimateCOMPLETION ESTIMATE"). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 210 270 days from the date the repair is started, then either party shall have the right to terminate this Lease upon written notice to the other within 10 days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year 2 years of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein)Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty Casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such the Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 30 days after the date of Tenant's receipt of the Completion Estimate. For purposes Landlord shall not terminate this Lease pursuant to this Section 16.01 unless it also terminates the leases of this paragraphall similarly affected office tenants in the Building. In determining whether other tenants are similarly affected, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work Landlord shall be deemed entitled to be “Substantially Complete” on consider all relevant factors such as the date that all such work has been performed, other than any details extent of construction, mechanical adjustment or any other similar matterdamage, the non-completion time to rebuild, the availability of which does not materially interfere with Tenant’s use insurance proceeds and the rights of the Premisestenants in question to impose penalties upon Landlord (including the right to terminate) if the repairs are not completed within a specified period of time. If However, Landlord is actually delayed shall not be entitled to consider the rental rates payable under the leases in the performance question in its determination of such work as a result of the acts whether to terminate or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delayrebuild.
16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, restore the Building, the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant's business resulting in any way from the Casualty or the repair thereof. During Provided that Tenant is not in Default, during any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant is not using such portion of the Premises) untenantable as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable untenantable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 1 contract
Casualty Damage. 16.01 If all or With reasonable promptness after discovering any portion of damage to the Premises becomes untenantable by (other than trade fixtures), or to the Common Areas necessary for access to the Premises, resulting from any fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter definedthe “Landlord Repairs”). If, according to such estimate, the Landlord Repairs cannot be substantially completed within one hundred eighty (180) days after they are commenced, either party may terminate this Lease upon sixty (60) days’ notice to the repair and restoration other party delivered within ten (10) days after Landlord’s delivery of such estimate. Within ninety (90) days after discovering any damage to the Premises and any (other than trade fixtures) or to the Common Areas necessary to provide for access to the Premises ("Completion Estimate"). If the Completion Estimate indicates that the Premises or resulting from any Common Areas necessary to provide access to the Premises cannot be made tenantable within 210 days from the date the repair is startedCasualty, then either party shall have the right to Landlord may terminate this Lease upon written notice to the other within 10 days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease by notifying Tenant if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2i) any Mortgagee Security Holder lawfully requires that the any insurance proceeds be applied used to the payment of the pay any mortgage debt; or (3ii) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration cost of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the LeaseLandlord Repairs exceeds, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: more than five percent (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”5%), the repair and restoration work shall be deemed to be Substantially Complete on the date sum of (A) any proceeds of Landlord’s insurance policies (as determined assuming that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for has maintained the insurance adjustment or required under Section 10.5) (other matters beyond Landlord's reasonable control, restore the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's Insurance than with respect to any Leasehold Improvements performed by or for Tenant-Insured Improvements); plus (B) any proceeds of Special Cause of Loss Insurance on the benefit of Tenant; provided if improvements in the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration Parcel II Common Areas (other than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant's business resulting in any way from the Casualty or the repair thereof. During any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant is not using such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all Exterior Equipment), at replacement cost value as reasonably determined by the EOP Owner (as such proceeds are determined assuming that such insurance has been maintained); plus (C) any proceeds of property damage to, or destruction of, all or any part of insurance on the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction improvements in the absence of an express agreement between Project Common Areas carried by the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.Center Association pursuant to
Appears in 1 contract
Sources: Office Lease (Atmel Corp)
Casualty Damage. 16.01 If all or any portion of the Premises becomes untenantable or inaccessible by fire or other casualty to the Premises or the Common Areas (collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required required, using standard working methods methods, to Substantially Complete (as hereinafter defined) substantially complete the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("“Completion Estimate"”). Landlord shall promptly forward a copy of the Completion Estimate to Tenant. If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 210 270 days from the date of the repair is startedCasualty, then either party shall have the right to terminate this Lease upon written notice to the other within 10 days after Tenant’s receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein)Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's ’s reasonable control, restore the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Law or any other modifications to the Common Areas deemed reasonably desirable by Landlord. Upon Notwithstanding Section 15, upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's Insurance ’s insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, the excess reasonable cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's ’s commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairsrepairs to such Leasehold Improvements. In no event shall Landlord be required to spend more for the restoration of the Premises and Common Areas than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant's ’s business resulting in any way from the Casualty or the repair thereof. During Provided that Tenant is not in Default, during any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant is not using such portion of the Premises) untenantable as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable untenantable and not used by Tenant.
16.03 The provisions If Tenant was entitled to but elected not to exercise its right to terminate the Lease and Landlord does not substantially complete the repair and restoration of the Premises within 2 months after expiration of the estimated period of time set forth in the Completion Estimate, which period shall be extended to the extent of any Reconstruction Delays (defined below), then Tenant may terminate this Lease by written notice to Landlord within 15 days after the expiration of such period, as the same may be extended. For purposes of this Lease, including this Section 16, constitute an express agreement between Landlord the term “Reconstruction Delays” shall mean: (i) any delays caused by the insurance adjustment process; (ii) any delays caused by Tenant; and Tenant with respect to (iii) any and all damage to, or destruction of, all or any part delays caused by events of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the PropertyForce Majeure.
Appears in 1 contract
Sources: Office Lease Agreement (Ironwood Pharmaceuticals Inc)
Casualty Damage. 16.01 to the Facility - Landlord Obligations and Options. In the event the Premises are damaged or destroyed or rendered partially unfit for occupancy by fire, tornado, hurricane or other casualty, Tenant shall give immediate notice to Landlord who shall be entitled to adjust the claim with the insurance carrier and thereafter proceed to repair the damage and restore such improvements with reasonable diligence to substantially the condition in which they existed immediately prior to the occurrence of the casualty; provided, however, that Landlord shall not be obligated to expend more in such restoration than the insurance proceeds available as a result of such loss, plus the amount of its deductible. If the damage or destruction to the Premises is complete such that all or any portion substantially all (75% or more) of the Premises becomes is rendered untenantable by fire in the good faith judgment of Landlord's independent architect chosen to make such determination, or other casualty to the Premises (collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general so substantial that an independent third party contractor selected or construction consultant designated by Landlord to provide Landlord and Tenant with a written estimate make the determination for purposes hereof (the "DESIGNATED CONSTRUCTION EXPERT") determines that reconstruction of the Premises using standard construction scheduling will likely take in excess of two hundred seventy (270) days from the date of such determination (the last day of amount of time required using standard working methods to Substantially Complete (as hereinafter defined) the repair and for restoration of the Premises as estimated by the Designated Construction Expert is herein called the "DATE OF PROJECTED COMPLETION" or, if the actual estimate of restoration time is less than 270 days from the date of the estimate, then the Date of Projected Completion will be deemed for purposes of Tenant's rights hereunder to be the 270th day from the date of the estimate), or if more than fifty percent (50%) of the tenant occupiable space in the entire Facility is rendered untenantable by the casualty in the good faith judgment of Landlord's independent architect, then Landlord may terminate this Lease, and in any Common Areas necessary to provide access such termination, rentals and other obligations shall be prorated to the date of termination (after taking into account any proration of rent during any partial tenantability following the casualty as provided below). A decision to repair or terminate shall be made by Landlord within forty-five (45) days after the casualty and if Landlord's Designated Construction Expert determines that reconstruction of the Premises will take in excess of two hundred seventy (270) days from the date of such determination or Landlord's independent architect determines that fifty percent (50%) or more of the Building area in the Facility or more than seventy-five percent (75%) of the Premises was rendered untenantable by the casualty, then Landlord will notify Tenant in writing within such 45-day period as to whether Landlord elects to terminate this Lease or to keep this Lease in effect (subject to Tenant's termination rights, below) and pursue completion of restoration of the Premises, which notice shall be accompanied by the estimate of the Date of Projected Completion by the Designated Construction Expert or determination of percent of untenantability by Landlord's architect, as applicable, if either ground is being used at the basis for Landlord's election to terminate or if Landlord is electing not to terminate but requires longer than two hundred seventy (270) days to complete such restoration work (such notice and required accompanying information being herein called the "Completion EstimateLANDLORD'S ELECTION NOTICE"). If the Completion Estimate indicates that the Premises or any Common Areas necessary Landlord fails to provide access to the Premises cannot be made tenantable within 210 days from the date the repair is startedtimely give such Landlord's Election Notice, then either party Landlord shall be deemed to have the right elected not to terminate this Lease upon written notice and the Date of Projected Completion will be deemed to be two hundred seventy (270) days from the other end of its time to give such notice. If Landlord's settlement of its insurance claim with its insurer is not complete within 10 days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 thirty (30) days after the date on which Landlord receives the estimated Date of Projected Completion from the Designated Construction Expert, then Landlord will be entitled to automatic extension of the CasualtyDate of Projected Completion for each day, shall have the right up to terminate this Lease if: thirty (130) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect additional days, that it takes to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurssettle such claim. If a decision is made (or deemed made) by Landlord has the right to terminate this Lease pursuant repair, such repairs shall be commenced and completed with reasonable diligence subject to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration events of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire force majeure or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters events beyond Landlord's reasonable control, restore subject to Tenant's right of termination under certain circumstances specified below. Tenant shall contribute to Landlord in cash upon demand the replacement cost of any portions of the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be was required to spend more for the restoration than the proceeds received by Landlordinsure, in each case whether insurance proceeds or proceeds from Tenantnot Landlord elects to terminate this Lease, and such obligations of Tenant survive termination of this Lease. Landlord shall not be liable for obligated to repair or replace (A) any inconvenience alteration, fixture, addition or improvement added by Tenant except the Tenant Office Improvements (but only if the construction thereof has been fully completed by Tenant [otherwise to be covered by Tenant's or its contractor's builder's risk policy or Tenant' self-insurance and to be rebuilt by Tenant after completion of Landlord's work at Tenant's sole expense] and provided that a set of as-built plans and specifications therefor have been provided to Landlord in CAD format), (B) any of Tenant's property or contents, or injury to Tenant's business resulting in (C) any way from the Casualty or the repair thereof. During any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant is not using such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that Tenant is unusable and not used by Tenant.
16.03 The provisions committed to Lease hereunder for at least a term of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any one year after the Date of Projected Completion. If part of the Premises or the Property, Temporary Office Space is damaged and any Laws, including, without limitation, Sections 1932(2) and 1933(4Tenant has not yet exercised its extension option under Paragraph 7(b) of the California Civil CodeEXHIBIT "E" and Tenant desires to require Landlord to restore such Temporary Office Space, with respect then Tenant shall notify Landlord of Tenant's binding election to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application exercise its right to extend this Lease as to that Office Space (or any damage or destruction relevant portion as to all or any part of the Premises or the Property.which such right may otherwise apply) within five (5) days after Landlord's written request; provided,
Appears in 1 contract
Casualty Damage. 16.01 If all or any portion of the Premises becomes untenantable unusable for the reasonable operation of Tenant’s business or inaccessible by fire or other casualty to the Premises or the Common Areas (collectively a “Casualty”), Landlord, with reasonable promptness, but not later than sixty (60) days after the date of the Casualty, shall cause a licensed general contractor selected by Landlord to provide Landlord and Tenant with a reasonable written estimate of the amount of time required required, using standard working methods methods, to Substantially Complete (as hereinafter defined) substantially complete the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("“Completion Estimate"”). Landlord shall promptly forward a copy of the Completion Estimate to Tenant. If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable usable for the reasonable operation of Tenant’s business within 210 one hundred eighty (180) days from the date of the repair is starteddamage, then either party Landlord shall have the right to terminate this Lease upon written notice to the other Tenant within 10 days ten (10) Business Days after Tenant’s receipt of the Completion Estimate. If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made usable for the reasonable operation of Tenant’s business within one (1) year from the date of the damage, then Tenant shall have the right to terminate this Lease upon written notice to Landlord within ten (10) Business Days after Tenant’s receipt of the Completion Estimate; except that if the damage occurs during the final two (2) years of the Term, a period of one hundred eighty (180) days, rather than one (1) year, shall apply. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the gross negligence or intentional willful misconduct of Tenant or any Tenant Related Parties. As used herein “Tenant Related Parties” means Tenant’s trustees, members, principals, beneficiaries, partners, officers, directors, employees and agents. In addition, Landlord, by notice to Tenant within 90 sixty (60) days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year two (2) years of the Term remaining on the date of the Casualty Casualty, except that Landlord shall not have the right to terminate this Lease pursuant to this clause (after giving effect 1) if Tenant shall exercise any unexercised renewal option prior by notice to any unexpired options to extend that have been validly exercised as provided herein)Landlord within thirty (30) days of the Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises occurs; or (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a4) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt occurs to portions of the Completion Estimate; (b) there is less Building other than 1 year of the Term remaining on Premises or the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent Common Areas necessary to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss provide access to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that thereof Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, restore the Premises and Common Areas. Such restoration shall be intends to substantially the same condition that existed prior to the Casualty, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord reconstruct (or to any party designated by Landlorddemolish) all property insurance proceeds payable to Tenant under Tenant's Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant's business resulting in any way from the Casualty or the repair thereof. During any period of time that all Building or a material portion of thereof. A Casualty to the Premises is rendered unusable for the conduct of Tenant’s office uses therein Garage (as Tenant is defined in Exhibit F attached hereto) shall not using such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of entitle either party to terminate this Lease, including and unless this Lease is terminated pursuant to the provisions of this Section 16, constitute an express agreement between Landlord shall restore the Garage together with, and Tenant with respect subject to any the same terms and all damage toconditions as, or destruction of, all or any part Landlord’s restoration of the Premises or the Property, Common Areas as set forth herein and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Propertybelow.
Appears in 1 contract
Casualty Damage. 16.01 16.01. If all or any portion of the Premises becomes untenantable or inaccessible by fire or other casualty to the Premises or the Common Areas (collectively a “Casualty”), Landlord, with reasonable promptnesspromptness (but in all events within 120 days following the date of the Casualty), shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate (“Completion Estimate”) of the amount of time required required, using standard working methods methods, to Substantially Complete (as hereinafter defined) substantially complete the repair and restoration of the Premises shell and core of the Building and any Common Areas necessary to provide access to the Premises ("“Landlord’s Restoration Work”), provided to the extent Tenant has elected to perform the work regarding or assume responsibility for the Security System, Parking Deck, Lobby, Cafeteria, Fitness Center and Concrete Pads as described in Sections 7.06(a) and 9.04 of this Lease and Sections VI and VI in Exhibit F, restoration of the Security System, Parking Deck, Lobby, Cafeteria, Fitness Center and Concrete Pads, as the case may be, shall not be deemed part of Landlord’s Restoration Work, provided, however, to the extent Landlord’s insurance required to be carried pursuant to Section 14.03 covers any portions of the Security System, Parking Deck, Lobby, Cafeteria, Fitness Center and/or Concrete Pads, Landlord shall nevertheless make available and pay over to Tenant any casualty insurance proceeds received by Landlord, if any, covering such portions, for use by Tenant in the restoration of any of such items. Landlord shall promptly forward a copy of the Completion Estimate")Estimate to Tenant. If (a) the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord’s Restoration Work cannot be made tenantable substantially completed within 210 days 17 months from the date of the repair Completion Estimate, or (b) the Premises have been materially damaged and there is startedless than 2 years of the Term remaining on the date of the Casualty, then either party shall have the right to terminate this Lease upon written notice to the other within 10 30 days after Tenant’s receipt of the Completion Estimate, in the case of clause (a), and within 90 days after the date of the Casualty, in the case of clause (b). Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional willful misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, restore the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant's business resulting in any way from the Casualty or the repair thereof. During any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant is not using such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 1 contract
Sources: Office Lease Agreement (Baxalta Inc)
Casualty Damage. 16.01 If all With reasonable promptness after discovering any damage to the Premises (other than trade fixtures), or to any Common Area or portion of the Premises becomes untenantable by Base Building necessary for access to or tenantability of the Premises, resulting from any fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"“Landlord Repairs”). If If, according to such estimate, the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord Repairs cannot be made tenantable substantially completed within 210 180 days from the date the repair is startedafter they are commenced, then either party shall have the right to may terminate this Lease upon written 60 days’ notice to the other party delivered within 10 days after receipt Landlord’s delivery of the Completion Estimatesuch estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within Within 90 days after discovering any damage to the date of the Project resulting from any Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Leasemay, whether or not a party hereto maintained such the Premises are affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance coverage. The repair and restoration work shall proceeds be deemed used to pay any mortgage debt; (ii) any damage to L▇▇▇▇▇▇▇’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building or Common Areas so that it or they will be “Substantially Complete” on substantially different structurally or architecturally; (iv) the date that all such work has been performeddamage occurs during the last 12 months of the Term; or (v) any owner, other than Landlord, of any details damaged portion of construction, mechanical adjustment or any other similar matter, the non-completion of which Project does not materially interfere with Tenant’s use of the Premisesintend to repair such damage. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminatedterminated pursuant to this Section 11, Landlord shall promptly and diligentlydiligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment or and other matters beyond Landlord's reasonable control, events of Force Majeure. The Landlord Repairs shall restore the Premises (other than trade fixtures) and any Common Areas. Such restoration shall be Area or portion of the Base Building necessary for access to or tenantability of the Premises to substantially the same condition that existed prior to when the CasualtyCasualty occurred, except for (a) any modifications required by Law or any other Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to or tenantability of the Premises. Upon notice from LandlordNotwithstanding Section 10.4, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlordits designee) all property insurance proceeds payable to Tenant under Tenant's Insurance ’s insurance required under Section 10.2 with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided -Insured Improvements, and if the estimated or actual cost to repair such Leasehold of restoring any Tenant-Insured Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, the Tenant shall pay such excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within within 15 days of after Landlord’s demand, Tenant . No Casualty and no restoration performed as required hereunder shall also pay render Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, constitute a constructive eviction, or injury excuse Tenant from any obligation hereunder; provided, however, that if the Premises (other than trade fixtures) or any Common Area or portion of the Base Building necessary for access to Tenant's business resulting in or tenantability of the Premises is damaged by a Casualty, then, during any way from the Casualty or the repair thereof. During time that, as a result of such damage, any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant inaccessible or untenantable and is not using occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 1 contract
Sources: Office Lease (Infinity Bancorp)
Casualty Damage. 16.01 If all With reasonable promptness after discovering any damage to the Premises (other than trade fixtures), or to any portion Common Area or Building system necessary for access to or tenantability of the Premises becomes untenantable by Premises, resulting from any fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"“Landlord Repairs”). If If, according to such estimate, the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord Repairs cannot be made tenantable substantially completed within 210 180 days from the date the repair is startedafter they are commenced, then either party shall have the right to may terminate this Lease upon written 45 days’ notice to the other party delivered within 10 days after receipt Landlord’s delivery of the Completion Estimate. Tenantsuch estimate; provided, however, shall that Landlord may not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice pursuant to Tenant within 90 days after the date of the Casualty, shall have the right to terminate this Lease if: (1) sentence unless the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that or Landlord also exercises all similar rights it may have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work acquired as a result of the acts Casualty to terminate any other similarly situated leases of space in the Building. Within 60 days after discovering any damage to the Project resulting from any Casualty, Landlord may, whether or omissions not the Premises are affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds be used to pay any mortgage debt; (ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building or Common Areas so that it or they will be substantially different structurally or architecturally; (iv) the damage occurs during the last 12 months of Tenantthe Term; or (v) any owner, the Tenant Related Parties or their respective contractors or vendorsother than Landlord, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), damaged portion of the Project does not intend to repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 damage. If this Lease is not terminatedterminated pursuant to this Section 11, Landlord shall promptly and diligentlydiligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment or and other matters beyond Landlord's reasonable control, events of Force Majeure. The Landlord Repairs shall restore the Premises (other than trade fixtures) and any Common Areas. Such restoration shall be Area or Building system necessary for access to or tenantability of the Premises to substantially the same condition that existed prior to when the CasualtyCasualty occurred, except for (a) any modifications required by Law or any other Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to or tenantability of the Premises. Upon notice from LandlordNotwithstanding Section 10.4, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlordits designee) all property insurance proceeds payable to Tenant under Tenant's Insurance ’s insurance required under Section 10.2 with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided -Insured Improvements, and if the estimated or actual cost to repair such Leasehold of restoring any Tenant-Insured Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, the Tenant shall pay such excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within within 15 days of after Landlord’s demand, Tenant . No Casualty and no restoration performed as required hereunder shall also pay render Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, constitute a constructive eviction, or injury excuse Tenant from any obligation hereunder; provided, however, that if the Premises (other than trade fixtures) or any Common Area or Building system necessary for access to Tenant's business resulting in or tenantability of the Premises is damaged by a Casualty, then, during any way from the Casualty or the repair thereof. During time that, as a result of such damage, any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant inaccessible or untenantable and is not using occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 1 contract
Sources: Sublease Agreement (Model N, Inc.)
Casualty Damage. 16.01 If all With reasonable promptness after discovering any damage to the Premises (other than trade fixtures), or to any Common Area or portion of the Premises becomes untenantable by Base Building necessary for access to or tenantability of the Premises, resulting from any fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"“Landlord Repairs”). If If, according to such estimate, the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord Repairs cannot be made tenantable substantially completed within 210 days from the date the repair is started, then either party shall have the right to terminate this Lease upon written notice to the other within 10 days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 365 days after the date of the Casualty, shall have the right to either party may terminate this Lease if: (1) upon 60 days’ notice to the other party delivered within 10 days after Landlord’s delivery of such estimate. Within 90 days after discovering any damage to the Project resulting from any Casualty, Landlord may, whether or not the Premises have been materially damaged and there are affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds be used to pay any mortgage debt; (ii) any damage to Landlord’s property is less not fully covered by Landlord’s insurance policies, plus applicable deductibles (other than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided hereinearthquake deductibles); (2iii) any Mortgagee requires Landlord decides to rebuild the Building or Common Areas so that the insurance proceeds it or they will be applied to the payment of the mortgage debtsubstantially different structurally or architecturally; or (3iv) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has damage occurs during the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration last 12 months of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenantsTerm. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 one (1) year of the Term remaining on the date of such the Casualty; (cb) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; (c) Landlord’s estimate indicates that the Landlord Repairs cannot be substantially completed within 60 days after the date of the Casualty; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 30 days after the date of Tenant’s receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use estimate of the Premisestime required to substantially complete the Landlord Repairs. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminatedterminated pursuant to this Section 11, Landlord shall promptly and diligentlydiligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment or and other matters beyond Landlord's reasonable control, events of Force Majeure. The Landlord Repairs shall restore the Premises (other than trade fixtures) and any Common Areas. Such restoration shall be Area or portion of the Base Building necessary for access to or tenantability of the Premises to substantially the same condition that existed prior to when the CasualtyCasualty occurred, except for (a) any modifications required by Law or any other Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to or tenantability of the Premises. Upon notice from LandlordNotwithstanding Section 10.4, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlordits designee) all property insurance proceeds payable to Tenant under Tenant's Insurance ’s insurance required under Section 10.2 with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided -Insured Improvements, and if the estimated or actual cost to repair such Leasehold of restoring any Tenant-Insured Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, the Tenant shall pay such excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within within 15 days of after Landlord’s demand, Tenant . No Casualty and no restoration performed as required hereunder shall also pay render Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, constitute a constructive eviction, or injury excuse Tenant from any obligation hereunder; provided, however, that if the Premises (other than trade fixtures) or any Common Area or portion of the Base Building necessary for access to Tenant's business resulting in or tenantability of the Premises is damaged by a Casualty, then, during any way from the Casualty or the repair thereof. During time that, as a result of such damage, any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant inaccessible or untenantable and is not using occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 1 contract
Sources: Office Lease (Poshmark, Inc.)
Casualty Damage. 16.01 If all or any portion of the Premises becomes untenantable or inaccessible by fire or other casualty to the Premises or the Common Areas (collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required required, using standard working methods methods, to Substantially Complete (as hereinafter defined) substantially complete the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("“Completion Estimate"”). Landlord shall promptly forward a copy of the Completion Estimate to Tenant. If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 210 two hundred seventy (270) days from the date the repair is started, then either party shall have the right to terminate this Lease upon written notice to the other within 10 ten (10) days after Tenant’s receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 ninety (90) days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year two (2) years of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein)Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's ’s reasonable control, restore the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord. Upon Notwithstanding Section 15 above, upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's Insurance ’s insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's ’s commencement of repairs. Within 15 fifteen (15) days of demand, . Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairsrepairs to such Leasehold Improvements. In no event shall Landlord be required to spend more for the restoration of the Premises and Common Areas than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant's ’s business resulting in any way from the Casualty or the repair thereof. During Provided that Tenant is not in Default, during any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant is not using such portion of the Premises) untenantable as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable untenantable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 1 contract
Sources: Office Lease Agreement (Clementia Pharmaceuticals Inc.)
Casualty Damage. 16.01 If all or any portion of the Premises becomes untenantable by fire or other casualty to the Premises (collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a good faith written estimate of the amount of time required using standard working methods to Substantially Complete (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("“Completion Estimate"”). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 210 days one (1) year from the date the repair is started, or if the Casualty occurs in the last twelve (12) months of the Term, then either party shall have the right to terminate this Lease upon written notice to the other within 10 ten (10) days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 ninety (90) days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year two (2) years of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein)Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's ’s reasonable control, restore the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's ’s Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's ’s commencement of repairs. Within 15 thirty (30) days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant's ’s business resulting in any way from the Casualty or the repair thereof. During any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant is not using such portion of the Premises) untenantable as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable untenantable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 1 contract
Sources: Office Lease Agreement (Karyopharm Therapeutics Inc.)
Casualty Damage. 16.01 If all 11.1 With reasonable promptness after discovering any damage to the promises (other than trade Fixtures), or to any portion Common Area or Building System necessary for access to or tenantability of the Premises becomes untenantable by Promises, resulting from any fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"“Landlord Repairs”). If If, according to such estimate, the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord Repairs cannot be made tenantable substantially Completed within 210 days from the date the repair is started, then either party shall have the right to terminate this Lease upon written notice to the other within 10 days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 270 days after the date of the Casualty, shall have the right to either party may terminate this Lease if: upon 60 days’ notice to the other party delivered within 10 days after Landlord’s delivery of such estimate. Within 90 days after discovering any damage to the Property resulting from any Casualty, Landlord may terminate this Lease by notifying Tenant if (1i) the Premises cost of the Landlord Repairs exceeds (any such excess, a “Shortfall”) the sum of (a) the proceeds of Landlord’s insurance (other than with respect to any Tenant-Insured Improvements), less any portion thereof that is lawfully required by any Security Holder to be used to pay any mortgage debt; plus (b) if any insurance required under Section 10.6 is not carried by Landlord, then any proceeds of such insurance (other than with respect to any Tenant-Insured Improvements) that would have been materially damaged available to Landlord (any could not have lawfully required by any Security Holder to be used to pay any mortgage debt) if Landlord had carried such insurance (subject to maximum commercially reasonable deductibles), plus (c) any applicable deductibles (other than with respect to earthquake damage), plus (d) any insurance proceeds or other amounts paid to Landlord pursuant to Section 11.2, plus (e) 5% of the replacement cost of the Building, as reasonably determined by Landlord: or (ii) Landlord is not legally permitted to rebuild the Building and there is less than 1 year Common Areas in substantially the same configuration structurally and architecturally; or (iii) the damage occurs during the last 12 months of the Term and Landlord estimates that the Landlord Repairs cannot be substantially completed within the period beginning on the date of the Causalty and having a duration equal to 20% of the balance of the Term remaining on such date. Notwithstanding the date foregoing, any notice of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the payment termination of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16clause (l) of the preceding sentence (a “Shortfall Termination Notice”) shall be ineffective if (x) Tenant, within 10 business days after receiving such Shortfall Termination Notice, notifies Landlord that Tenant agrees to exercise such right in a nondiscriminatory fashion among leases affecting pay, and provides Landlord with evidence reasonably satisfactory to Landlord of Tenant’s ability to pay, the Building. Consideration Shortfall; and (y) the Shortfall does not exceed 5% of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration replacement cost of the Building, as reasonably determined by Landlord. If any shortfall Termination Notice becomes ineffective by operation of the preceding sentence and this Lease is not otherwise terminated pursuant to this Section 11.1, then (i) Tenant, within three (3) business days after Landlord’s request (which shall not be made more frequently than once per calendar month), shall deliver to Landlord, as Additional Rent, in addition to any amounts required to be paid to Landlord under Section 11.2, cash in an amount equal to (a) the Shortfall multiplied by a fraction, the numerator of which is the total cost of the Landlord Repairs incurred by Landlord to date, and the denominator of which is Landlord’s reasonable estimate of the total cost of the Landlord Repairs, less (b) the total amount of the payments previously made by Tenant to Landlord pursuant to this sentence; (ii) if Landlord’s reasonable estimate of the total cost of the Landlord Repairs changed to reflect the total actual cost of the Landlord Repairs, then the Shortfall and the amounts payable pursuant to this sentence shall be adjusted equitably; and (iii) Tenant shall not, by reason of Tenant’s delivery of such amounts, acquire any ownership, equitable mortgage or similar interest in any part of the Property or otherwise become entitled to reimbursement from Landlord, it being hereby acknowledged and agreed by Tenant that Landlord’s agreement to perform the Landlord Repairs as required under this Section 11, together with the other relevant factors of Landlord's decision as long as they are applied terms and conditions hereof, shall be deemed adequate consideration for such delivery.
11.2 If this Lease is not terminated pursuant to Tenant in the same manner as other tenantsSection 11.1. Landlord shall promptly and diligently perform the Landlord Repairs, subject to reasonably delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the Premises (other than trade fixtures) and any Common Area or Building system necessary for access to or tenantability of the Premises to substantially the same condition that existed when the Casualty occurred, except for (a) any modifications required by Law or any Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not in bad faith terminate materially impair access to or tenantability of the Premises. Notwithstanding Section 10.4, if this Lease is not terminated pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition11.1, Tenant shall have assign to Landlord (or its designee) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 10.2 with respect to any Tenant-Insured Improvements, and if the right estimated or actual cost of restoring any Tenant-Insured Improvements, exceeds the insurance proceeds received by Landlord from Tenant’s insurance carrier. Tenant shall pay such excess to terminate this Lease if: Landlord within 15 days after Landlord’s demand. No Casualty and no restoration performed as required hereunder shall render Landlord liable to Tenant, constitute a constructive eviction, or excuse Tenant from any obligation hereunder, provided, however, that if the Premises (aother than trade fixtures) or any Common Area or Building system necessary for access to or tenantability of the Premises is damaged by a substantial Casualty, then, during any time that, as a result of such damage, any portion of the Premises has been damaged is inaccessible or untenantable and is not occupied by fire or other casualty and Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such damage cannot reasonably be repaired within 60 days after receipt portion of the Completion Estimate; Premises. If Landlord does not substantially complete the Landlord Repairs on or before the Outside Restoration Date (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) defined below), then, provided that the Casualty was not caused by the negligence or willful misconduct of Tenant or its agentsany party claiming by, employees through or contractors; and (d) under Tenant, Tenant provides may terminate this Lease by notifying Landlord with written notice of its intent to terminate within 10 15 days after receipt the Outside Restoration Date. As used herein, “Outside Restoration Date” means the date occurring two (2) months after the later of (a) the expiration of the Completion Estimate. For purposes time set forth in Landlord’s estimate described in the first sentence of this paragraphSection 11.1, a “material uninsured loss or (b) the date occurring 270 days after the date of the Casualty: provided, however, that the Outside Restoration Date shall be extended to the Building or Premises” shall mean a casualty extent of (i) any delay (not covered to exceed 60 days) caused by the insurance coverages required in this Leaseadjustment process, whether or (ii) any other delay (not a party hereto maintained such insurance coverage. The repair to exceed 60 days) caused by events of Force Majeure, and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than (iii) any details of construction, mechanical adjustment delay caused by Tenant or any other similar matterparty claiming by, through or under Tenant. Notwithstanding the non-completion of which does not materially interfere with Tenant’s use of foregoing, if Landlord determines in good faith that it will be unable to substantially complete the Premises. If Landlord is actually delayed in Repairs on or before the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminatedOutside Restoration Date, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, restore the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the may cease its performance of the repairsLandlord Repairs and provide Tenant with notice (the “Restoration Date Extension Notice”) stating such inability and identifying the date on which Landlord reasonably believes such substantial completion will occur, in which event Tenant may terminate this Lease by notifying Landlord within five (5) business days after receiving the Restoration Date Extension Notice. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall If Tenant does not be liable for any inconvenience to Tenant, or injury to Tenant's terminate this Lease within such 5-business resulting in any way from the Casualty or the repair thereof. During any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant is not using such portion of the Premises) as a result of a Casualtyday period, the Rent Outside Restoration Date shall ▇▇▇▇▇ for be automatically amended to be the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction date identified in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the PropertyRestoration Date Extension Notice.
Appears in 1 contract
Sources: Office Lease (Rocket Fuel Inc.)
Casualty Damage. 16.01 If all or With reasonable promptness after discovering any portion of damage to the Premises becomes untenantable by (excluding trade fixtures), or to the Common Areas necessary for access to the Premises, resulting from any fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"“Landlord Repairs”). If If, according to such estimate, the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord Repairs cannot be made tenantable substantially completed within 210 days from the date the repair is startedafter they are commenced, then either party shall have the right to may terminate this Lease upon written 60 days’ notice to the other party delivered within 10 days after receipt Landlord’s delivery of the Completion Estimatesuch estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within Within 90 days after discovering any damage to the date of the Project resulting from any Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Leasemay, whether or not a party hereto maintained such the Premises is affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance coverage. The repair and restoration work shall proceeds be deemed used to pay any mortgage debt; (ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building or Common Areas so that it or they will be “Substantially Complete” on substantially different structurally or architecturally; (iv) the date that all such work has been performeddamage occurs during the last 12 months of the Term; or (v) any owner, other than Landlord, of any details damaged portion of construction, mechanical adjustment or any other similar matter, the non-completion of which Project does not materially interfere with Tenant’s use of the Premisesintend to repair such damage. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminatedterminated pursuant to this Section 11, Landlord shall promptly and diligentlydiligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment or and other matters beyond Landlord's reasonable control, events of Force Majeure. The Landlord Repairs shall restore the Premises (excluding trade fixtures) and the Common Areas. Such restoration shall be Areas necessary for access to the Premises to substantially the same condition that existed prior to when the CasualtyCasualty occurred, except for (a) any modifications required by Law or any other Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to the Premises. Upon notice from LandlordNotwithstanding Section 10.4, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlordits designee) all property insurance proceeds payable to Tenant under Tenant's Insurance ’s insurance required under Section 10.2 with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided -Insured Improvements, and if the estimated or actual cost to repair such Leasehold of restoring any Tenant-Insured Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, the Tenant shall pay such excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within within 15 days of after Landlord’s demand, Tenant . No Casualty and no restoration performed as required hereunder shall also pay render Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, constitute a constructive eviction, or injury excuse Tenant from any obligation hereunder; provided, however, that if the Premises (other than trade fixtures) or any Common Area necessary for Tenant’s access to Tenant's business resulting in the Premises is damaged by a Casualty, then, during any way from the Casualty or the repair thereof. During time that, as a result of such damage, any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant untenantable or inaccessible and is not using occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 1 contract
Sources: Office Lease (Graphon Corp/De)
Casualty Damage. 16.01 If all With reasonable promptness after discovering any damage to the Premises (other than trade fixtures), or to any Common Area or portion of the Premises becomes untenantable by Base Building necessary for access to or tenantability of the Premises, resulting from any fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"“Landlord Repairs”). If If, according to such estimate, the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord Repairs cannot be made tenantable substantially completed within 210 180 days from the date the repair is startedafter they are commenced, then either party shall have the right to may terminate this Lease upon written 60 days’ notice to the other party delivered within 10 days after receipt Landlord’s delivery of the Completion Estimatesuch estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within Within 90 days after discovering any damage to the date of the Project resulting from any Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Leasemay, whether or not a party hereto maintained such the Premises are affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance coverage. The repair and restoration work shall proceeds be deemed used to pay any mortgage debt; (ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building or Common Areas so that it or they will be “Substantially Complete” on substantially different structurally or architecturally; (iv) the date that all such work has been performeddamage occurs during the last 12 months of the Term; or (v) any owner, other than Landlord, of any details damaged portion of construction, mechanical adjustment or any other similar matter, the non-completion of which Project does not materially interfere with Tenant’s use of the Premisesintend to repair such damage. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminatedterminated pursuant to this Section 11, Landlord shall promptly and diligentlydiligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment or and other matters beyond Landlord's reasonable control, events of Force Majeure. The Landlord Repairs shall restore the Premises (other than trade fixtures) and any Common Areas. Such restoration shall be Area or portion of the Base Building necessary for access to or tenantability of the Premises to substantially the same condition that existed prior to when the CasualtyCasualty occurred, except for (a) any modifications required by Law or any other Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to or tenantability of the Premises. Upon notice from LandlordNotwithstanding Section 10.4, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlordits designee) all property insurance proceeds payable to Tenant under Tenant's Insurance ’s insurance required under Section 10.2 with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided -Insured Improvements, and if the estimated or actual cost to repair such Leasehold of restoring any Tenant-Insured Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, the Tenant shall pay such excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within within 15 days of after Landlord’s demand, Tenant . No Casualty and no restoration performed as required hereunder shall also pay render Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, constitute a constructive eviction, or injury excuse Tenant from any obligation hereunder; provided, however, that if the Premises (other than trade fixtures) or any Common Area or portion of the Base Building necessary for access to Tenant's business resulting in or tenantability of the Premises is damaged by a Casualty, then, during any way from the Casualty or the repair thereof. During time that, as a result of such damage, any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant inaccessible or untenantable and is not using occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 1 contract
Sources: Office Lease (Geron Corp)
Casualty Damage. 16.01 If all or With reasonable promptness after discovering any portion of damage to the Premises becomes untenantable by (excluding trade fixtures), or to the Common Areas necessary for access to the Premises, resulting from any fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"“Landlord Repairs”). If If, according to such estimate, the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord Repairs cannot be made tenantable substantially completed within 210 270 days from the date the repair is startedafter they are commenced, then either party shall have may terminate this Lease upon 60 days’ notice to the right other party delivered within 10 days after Landlord’s delivery of such estimate. Within 90 days after discovering any damage to the Project resulting from any Casualty, Landlord may, whether or not the Premises is affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds be used to pay any mortgage debt; (ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies plus any applicable deductibles (other than deductibles with respect to earthquake damage); (iii) Landlord decides to rebuild the Building or Common Areas so that it or they will be substantially different structurally or architecturally; (iv) the damage occurs during the last 12 months of the Term (provided, however, Landlord will not be entitled to terminate this Lease upon written notice to the other within 10 days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and solely because there is less than 1 year 12 months of the original Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been if Tenant has previously and validly exercised as provided hereinits Extension Option (defined in Exhibit F hereto); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt); or (3v) a material uninsured loss any owner, other than Landlord, of any damaged portion of the Project does not intend to the Building or Premises (as hereinafter defined) occurs. If repair such damage; provided, however, that Landlord has the right to may not terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of sentence unless the Premises has been materially damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt Landlord also exercises all rights it may have acquired as a result of the Completion Estimate; Casualty to terminate any other similarly situated leases of space in the Building. If this Lease is not terminated pursuant to this Section 11, Landlord shall promptly and diligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the Premises (excluding trade fixtures) and the Common Areas necessary for access to the Premises to substantially the same condition that existed when the Casualty occurred, except for (a) any modifications required by Law or any Security Holder, and (b) there is less than 1 year any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Term remaining on Project, and do not materially impair access and use to the date Premises or Tenant’s parking rights hereunder. Notwithstanding Section 10.4, Tenant shall assign to Landlord (or its designee) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 10.2 with respect to any Tenant-Insured Improvements. If the estimated or actual cost of restoring any Tenant-Insured Improvements exceeds the insurance proceeds received by Landlord from Tenant’s insurance carrier, Tenant shall pay such Casualtyexcess (the “Excess”) to Landlord within 15 days after Landlord’s demand unless the Lease is otherwise terminated pursuant to this Section 11; provided, however, that if (c1) the Casualty was not caused by the negligence or willful misconduct of any Tenant or its agentsParty, employees or contractors; and (d2) Tenant provides Landlord with written notice the amount of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performedproceeds (or, other than any details of constructionif greater, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, restore the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's Tenant would have been entitled to receive if it had maintained the property insurance carrierrequired under Section 10.2), together with any self-insured retention or deductible, is less than the excess estimated or actual cost of restoring any Tenant-Insured Improvements (such repairs shortfall being referred herein to as the “Shortfall”), then (x) Tenant may terminate this Lease (a “Shortfall Termination”) by providing Landlord with 15 business days’ prior notice (which notice shall include reasonable documentation of the Shortfall) within 15 days after receiving such demand (the “Tenant Notice Period”); provided further, however, that Landlord, by notifying Tenant within 10 business days after receiving such notice and documentation, may cancel such Shortfall Termination, in which event Tenant’s obligation to pay the Excess shall be paid reduced by Tenant the amount of the Shortfall; and (y) if this Lease is not terminated pursuant to the preceding clause (x) and Landlord prior to Landlord's commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the delays performance of the repairsLandlord Repairs until the earliest to occur of (i) the date, if any, on which Tenant notifies Landlord that Tenant waives its right to so terminate this Lease, (ii) the expiration of the Tenant Notice Period without Tenant giving Landlord notice of such termination, or (iii) if Tenant gives such notice before the expiration of the Tenant Notice Period, the date on which Landlord notifies Tenant that Landlord cancels such termination, then, for purposes of determining the period of any abatement of Matter ID: 4137 Monthly Rent pursuant to this Section 11, the Landlord Repairs shall be deemed to have been completed on the date on which Landlord reasonably estimates such completion would have occurred in the absence of such delay. In No Casualty and no event restoration performed as required hereunder shall render Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, constitute a constructive eviction, or injury excuse Tenant from any obligation hereunder; provided, however, that if the Premises (excluding trade fixtures) or any Common Area necessary for Tenant’s access to Tenant's business resulting in the Premises is damaged by a Casualty, then, during any way from the Casualty or the repair thereof. During time that, as a result of such damage, any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant untenantable or inaccessible and is not using occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 1 contract
Sources: Office Lease (Actuate Corp)
Casualty Damage. 16.01 20.1 If all the Premises or any portion of the Premises becomes untenantable part thereof are damaged by fire or other casualty, Tenant will give prompt written notice thereof to Landlord. This Lease will automatically terminate if the Building is totally destroyed by fire or other casualty.
20.2 If the Building is not totally destroyed but is damaged such that substantial alteration or reconstruction of the Building is, in Landlord’s sole opinion, required (whether or not the Premises are damaged by such casualty) or if any mortgagee of the Building requires that the insurance proceeds payable as a result of a casualty be applied to the Premises (collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate payment of the amount mortgage debt or in the event of time required using standard working methods any material uninsured loss to Substantially Complete (as hereinafter defined) the repair and restoration Building, Landlord may, at its option, terminate this Lease by notifying Tenant in writing of such termination within 90 days after the date of such damage. In addition, if a substantial portion of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"). If the Completion Estimate indicates Building is destroyed such that the Premises or any Common Areas necessary become untenantable, then Landlord will select a registered architect licensed to provide access do business in California to estimate the time for completion. If such architect should certify that such work to the Premises cannot be made accomplished by using standard working methods and procedures so as to make the Premises tenantable within 210 270 days from the date of the repair is startedcasualty or within 3 months from such date if the Lease Term has less than 12 months remaining, then either party shall will have the right to terminate this Lease by giving to the other notice of such election within 10 days after Tenant’s receipt of the architect’s certificate. If this Lease is not terminated pursuant to the foregoing provisions of this Paragraph 20.2 but such restoration work is not actually substantially completed within 90 days after the later of the date so estimated by the architect and the 270th day after the date of the casualty (without extension for delays due to force majeure as provided in Paragraph 12), then Tenant may terminate this Lease by giving Landlord notice of such election within 10 days after the later of such dates.
20.3 If this Lease is not terminated as provided above, then (i) Tenant will take such action as is necessary to make available applicable insurance proceeds on Tenant’s fixtures and personal property in the Premises, and on any leasehold improvements, alterations, additions which Tenant is required to insure in accordance with Paragraph 17.1(a), and Tenant will cause such insurance proceeds on such leasehold improvements, alterations and additions to be paid to Landlord (and will pay to Landlord Tenant’s deductible under such insurance) and will cause such insurance proceeds on Tenant’s fixtures and personal property to be paid to Tenant; and (ii) Landlord will take such action as is necessary to make applicable insurance proceeds available with respect to the Building and will commence and proceed with reasonable diligence to restore the Building and the Premises to the condition that existed prior to the casualty. However, Landlord will not be obligated to spend for such work an amount in excess of the sum of (a) the insurance proceeds actually received by Landlord as a result of the casualty plus, in the event that Landlord fails to carry the required insurance under Paragraph 17.2, the amount of insurance proceeds Landlord would have collected if Landlord had carried the required insurance; plus (b) the amount of any deductible under Landlord’s insurance; plus (c) in the event that the insurer under Landlord’s insurance policy invokes a coinsurance right due to underreporting value, the amount of the coinsurance contribution from Landlord required under such coinsurance provision; plus (d) the amount of any deductible under Tenant’s insurance paid by Tenant to Landlord; plus (e) $165,000; plus (f) such additional amount (if any) as Tenant may, in its sole and absolute discretion, elect to contribute toward such restoration; provided, however, that if the sum of such amounts is not adequate to restore the damage and Landlord elects (in its sole and absolute discretion) not to incur such shortfall, Landlord will promptly notify Tenant thereof, in which event either party may terminate this Lease upon written notice to the other within 10 days after receipt of the Completion Estimateother. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged will be responsible for replacing and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with restoring Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair fixtures and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delaypersonal property.
16.02 If this Lease is not terminated, 20.4 Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, restore the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall will not be liable for any inconvenience or annoyance to Tenant, Tenant or injury to Tenant's the business of Tenant resulting in any way from the Casualty such damage or the repair thereof. During any period , except that Landlord will allow Tenant a fair diminution of rent during the time that all or a material portion of and to the extent the Premises is rendered unusable are unfit for the conduct of Tenant’s office uses therein (as Tenant is not using such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenantoccupancy.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 1 contract
Sources: Lease Agreement (Fusion-Io, Inc.)
Casualty Damage. 16.01 If all With reasonable promptness after discovering any damage to the Premises, or to the Common Areas necessary for access to the Premises, resulting from any portion of the Premises becomes untenantable by fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"“Landlord Repairs”). If If, according to such estimate, the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord Repairs cannot be made tenantable substantially completed within 210 180 days from the date the repair is startedafter commencement, then either party shall have the right to may terminate this Lease upon written 60 days’ notice to the other party delivered within 10 days after receipt Landlord’s delivery of the Completion Estimatesuch estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within Within 90 days after discovering any damage to the date of the Project resulting from any Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Leasemay, whether or not a party hereto maintained such the Premises is affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance coverage. The repair and restoration work shall proceeds be deemed used to pay any mortgage debt; (ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building or Common Areas so that it or they will be “Substantially Complete” on substantially different structurally or architecturally; (iv) the date that all such work has been performeddamage occurs during the last 12 months of the Term; or (v) any owner, other than Landlord, of any details damaged portion of construction, mechanical adjustment or any other similar matter, the non-completion of which Project does not materially interfere with Tenant’s use of the Premisesintend to repair such damage. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminatedterminated pursuant to this Section 11, Landlord shall promptly and diligentlydiligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment or and other matters beyond Landlord's reasonable control, events of Force Majeure. The Landlord Repairs shall restore the Premises and the Common Areas. Such restoration shall be Areas necessary for access to the Premises to substantially the same condition that existed prior to when the CasualtyCasualty occurred, except for (a) any modifications required by Law or any other Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to the Premises. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlordits designee) all property insurance proceeds payable to Tenant under Tenant's Insurance ’s insurance required under Section 10.2 with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if -Insured Improvements. If the estimated or actual cost to repair such Leasehold of restoring any Tenant-Insured Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, the Tenant shall pay such excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within within 15 days of after Landlord’s demand, Tenant . No Casualty and no restoration performed as required hereunder shall also pay render Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, constitute a constructive eviction, or injury excuse Tenant from any obligation hereunder; provided, however, that if the Premises or any Common Area necessary for Tenant’s access to Tenant's business resulting in the Premises is damaged by a Casualty, then, during any way from the Casualty or the repair thereof. During time that, as a result of such damage, any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant untenantable or inaccessible and is not using occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 1 contract
Sources: Office Lease (Trintech Group PLC)
Casualty Damage. 16.01 If all With reasonable promptness after discovering any damage to the Premises (other than trade fixtures), or to any Common Area or portion of the Premises becomes untenantable by Base Building necessary for access to or tenantability of the Premises, resulting from any fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"“Landlord Repairs”). If If, according to such estimate, the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord Repairs cannot be made tenantable substantially completed within 210 days from the date the repair is started, then either party shall have the right to terminate this Lease upon written notice to the other within 10 days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 180 days after the date of occurrence of the Casualty, shall have the right to either party may terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied upon 60 days’ notice to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate party delivered within 10 days after receipt Landlord’s delivery of the Completion Estimatesuch estimate. For purposes of this paragraph, a “material uninsured loss Within 90 days after discovering any damage to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this LeaseProject resulting from any Casualty, Landlord may, whether or not a party hereto maintained such the Premises are affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance coverage. The repair and restoration work shall proceeds be deemed used to be “Substantially Complete” on the date that all such work has been performed, pay any mortgage debt; (ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies plus any applicable deductibles (other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which earthquake insurance deductible that Landlord does not materially interfere with Tenant’s use elect to fund in order to perform the Landlord Repairs); (iii) Landlord decides to rebuild the Building or Common Areas so that it or they will be substantially different structurally or architecturally; or (iv) the damage occurs during the last 12 months of the PremisesTerm. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminatedterminated pursuant to this Section 10, Landlord shall promptly and diligentlydiligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment or and other matters beyond Landlord's reasonable control, events of Force Majeure. The Landlord Repairs shall restore the Premises (other than trade fixtures) and any Common Areas. Such restoration shall be Area or portion of the Base Building necessary for access to or tenantability of the Premises to substantially the same condition that existed prior to when the CasualtyCasualty occurred, except for (a) any modifications required by Law or any other Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's Insurance are consistent with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance character of the repairs. In no event shall Landlord be required Project, and do not materially impair access to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant's business resulting in any way from the Casualty or the repair thereof. During any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant is not using such portion tenantability of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.. Notwithstanding
Appears in 1 contract
Sources: Office Lease (Magnite, Inc.)
Casualty Damage. 16.01 If all or any portion part of the Premises becomes untenantable premises is damaged by fire or other casualty, Tenant will give prompt notice to Landlord. Landlord may, at its option, terminate this Lease by so notifying Tenant in writing within sixty (60) days after the date of a fire or other casualty to the Premises if (collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete (as hereinafter defineda) the repair and restoration casualty renders any substantial part of the Premises untenantable and any Common Areas necessary the repair time to provide access to restore the Premises to a tenantable condition ("Completion Estimate"). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 210 days from as reasonably estimated my Landlord) will extend beyond the date the repair that is started, then either party shall have the right to terminate this Lease upon written notice to the other within 10 days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 one hundred eighty (180) days after the date of the Casualtycasualty, shall have (b) the right casualty renders any substantial part of the Premises untenantable and at the time, less than two (2) years remain until the expiration of the Term, (c) any part of the Property is damaged to terminate this Lease if: the extent that in Landlord's judgment, restoration is not practical (1) whether or not the Premises have been materially damaged and there is less than 1 year by the casualty), or (d) the holder of the Term remaining on the date any Mortgage requires application of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to reduce the payment of the mortgage Mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged damage by fire or other casualty renders any substantial part of the premises untenantable and such damage cannot if the repair time to restore the Premises to a tenantable condition (as reasonably be repaired within 60 estimated by Landlord) will extend the date that is one hundred eighty (180) days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of casualty, Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent may elect to terminate this Lease by so notifying Landlord in writing within 10 thirty (30) days after receipt Tenant receives Landlord's written estimate of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages time required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premisesfor restoration. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminatedso terminated by Landlord or Tenant, Landlord shall will promptly begin and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, restore diligently pursue the work of restoring the Premises and Common Areas. Such restoration shall be (including the Tenant Improvements initially installed in the Premises) to substantially the same their former condition that existed prior to the Casualtyas soon as reasonably possible. Landlord will not, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord. Upon notice from Landlordhowever, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration restore any alterations, additions, or improvements other than the proceeds received by Landlord, whether initial Tenant Improvements or to spend any amount in excess of the insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience during the time and to Tenant, or injury to Tenant's business resulting in any way from the Casualty or the repair thereof. During any period of time that all or a material portion of extent the Premises is rendered unusable for are untenantable as the conduct of Tenant’s office uses therein (as Tenant is not using such portion of the Premises) as a result of a Casualtyfire or other casualty, but such abatement will not extend the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by TenantTerm.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
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Casualty Damage. 16.01 15.1. If all the Premises or any portion of the Premises becomes untenantable part thereof shall be damaged by fire or other casualty casualty, Tenant shall give prompt written notice thereof to Landlord.
15.2. If the improvements within the Premises shall be damaged:
(collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete a) (as hereinafter definedi) the repair and restoration such that substantial alteration or reconstruction of the Premises shall take more than six (6) months to restore after the expiration of the Evaluation Period, in Landlord's reasonable estimate, and (ii) within the last three (3) years of the then current Term hereof (plus any Common Areas necessary to provide access to Option Terms previously exercised by the Tenant); or
(i) Such that substantial alteration or reconstruction of the Premises shall take more than twenty-four (24) months to restore after the Evaluation Period, in the Landlord's reasonable estimate, and (ii) such casualty materially impairs the Tenant's ability to operate its business within the Premises, in the Tenant's reasonable business judgment (the occurrence of a casualty as described in Section 5.2(a) -------------- or Section 5.2(b) being referred to as a "Completion EstimateMajor Casualty"). If the Completion Estimate indicates ; --------------
(c) such that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 210 days from the date the repair is started, then either party shall have the right to terminate this Lease upon written notice to the other within 10 days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires 's Lender should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt; or or
(3d) a such that there is material uninsured loss to the Building Premises in excess of $250,000, Landlord may, at its option, but subject to the provisions of Section 15.3 hereof, terminate this Lease by notifying ------------ Tenant in writing of such termination within ninety (90) days after the date of such damage.
(a) The Landlord agrees that it shall endeavor to negotiate provisions in its loan documents with its Lender to permit the use of insurance proceeds for restoration of the Premises in the event of a casualty to the Premises. In the event that any Lender does not permit the Landlord to use insurance proceeds for restoration of the Premises, the Landlord shall seek reasonable alternative financing if Landlord does not have sufficient funds to utilize for a restoration in lieu of the insurance proceeds applied by its Lender toward the Lender's mortgage debt. In the event that the Lender retains all or a portion of the insurance proceeds to be applied toward its loan and the Landlord is unable to secure reasonable alternative financing and as a result thereof, the Landlord does not fully restore the Premises (after a casualty, the parties shall provide for an equitable reduction in the Rent payable hereunder to reflect the extent to which the Premises were not fully restored directly as hereinafter defined) occursa result of the Lender's retention of a portion of the insurance proceeds. If the parties are unable to agree upon an equitable reduction in Rent, then the Landlord has the right may elect to terminate this Lease pursuant by written notice to this Article 16the Tenant.
(b) If there is an uninsured loss to the Premises in excess of Two Hundred Fifty Thousand Dollars ($250,000), and the Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration has given notice of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans intention to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied elect to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease as a result thereof pursuant to the terms provisions of Section 15.2 hereof, ------------ the Tenant may, by written notice to the Landlord, within sixty (60) days following the Landlord's notice, elect to retain the Premises in their then current condition, perform such restoration as the Tenant deems appropriate, at Tenant's sole cost and expense, and this Lease shall not terminate, nor shall Rent abate or be reduced on account of damage from such uninsured loss ▇▇ ▇he cost of such restoration.
(c) Any restoration performed by the Tenant, at the Tenant's cost and expense under Subsection (a) or (b) of this Section 16.01 solely for the purpose 15.3, --------------------- ------------ Section 15.6 or Section 15.8 shall be considered Additional Work. ------------ ------------
15.4. If there is an occurrence of replacing Tenant with a successor tenant. In additionMajor Casualty, Tenant shall have the right to terminate this Lease if: upon delivery to Landlord of written notice of such termination within ninety (90) days after such Major Casualty.
15.5. After a casualty to the Premises, the Landlord shall proceed with reasonable diligence to complete consultations with its insurer, to make arrangements for the payment of funds to be used for reconstruction, and to consult with its Lenders, contractors, architects and engineers to evaluate the feasibility of such reconstruction, but in any event within ninety (90) days (such period to be known as the "Evaluation Period").
15.6. If after initial negotiations by the Landlord with the insurance company providing property insurance for any casualty, the Landlord believes that it will be unable to obtain sufficient funds to restore the Premises without bringing a lawsuit against such insurer, the Landlord shall notify the Tenant in writing as to the status of such negotiations, and within twenty (20) days thereafter, the Tenant shall notify the Landlord in writing that it desires to exercise one of the following three options:
(a) Have the Landlord accept such reduced amount from the insurance company and proceed with restoration, acknowledging that the Landlord is unlikely to be able to fully complete restoration of the Premises;
(b) Provide to the Landlord sufficient funds to restore the Premises to a substantial portion manner acceptable to the Tenant and have the Landlord assign any claim it may have against the insurance company; or
(c) Have the Landlord delay the restoration of the Premises and permit the Tenant to pursue settlement discussions and, if necessary, litigation against the insurance company in order to obtain a satisfactory payment from the insurance company.
15.7. In the event that the Tenant exercises the option under Paragraph 15.6(c) above, the time period of twenty-four (24) months ----------------- under Section 15.2(b) for the completion of restoration shall no longer be --------------- applicable. The parties further agree that notwithstanding the fact that the Landlord may not be able to fully restore the Premises subsequent to a casualty due to the inadequacy of insurance proceeds, such failure to restore shall not excuse the Tenant from paying all Rent provided for herein. Any insurance proceeds payable after a casualty shall be paid directly to the Landlord unless the Tenant has been damaged by fire exercised option 15.6(b) ------- above.
15.8. If neither Landlord nor Tenant has the right to or other casualty and such damage candoes not reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent elect to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminatedas set forth above, Landlord shall promptly commence and diligently, subject proceed with reasonable diligence after the expiration of the Evaluation Period to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, restore the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed in which they were immediately prior to the Casualtyhappening of the casualty, except for modifications required by Law or that Landlord's obligation to restore shall not include any other modifications personal property of the Tenant, unless and to the Common Areas deemed desirable by Landlord. Upon notice from Landlord, extent the Tenant shall assign or endorse over makes funds available to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs. In no event such work, nor shall Landlord be required to spend more for such work an amount in excess of the restoration than the net insurance proceeds (deducting any costs of collection) actually received by Landlord, whether insurance proceeds or proceeds from TenantLandlord as a result of the casualty.
15.9. Landlord shall not be liable for any inconvenience or annoyance to Tenant, Tenant or injury to Tenant's the business of Tenant resulting in any way from the Casualty such damage or the repair thereof. During Following a casualty and damage during the Evaluation Period and any period of time that all or a material portion restoration of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant is not using such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or after any damage or destruction casualty, the Landlord shall be entitled to all or any part the proceeds of the Premises or the Property.rental insurance policy provided under Section 10.1
Appears in 1 contract
Casualty Damage. 16.01 If all With reasonable promptness after discovering any damage to the Premises (other than trade fixtures), or to any Common Area or portion of the Premises becomes untenantable by Base Building necessary for access to or tenantability of the Premises, resulting from any fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"“Landlord Repairs”). If If, according to such estimate, the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord Repairs cannot be made tenantable substantially completed within 210 180 days from the date the repair is startedafter they are commenced, then either party shall have the right to may terminate this Lease upon written 60 days’ notice to the other party delivered within 10 days after receipt Landlord’s delivery of such estimate. Within 90 days after discovering any damage to the Project resulting from any Casualty, Landlord may, whether or not the Premises are affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds be used to pay any mortgage debt; (ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies plus any applicable deductibles (other than deductibles with respect to earthquake damage); (iii) Landlord decides to rebuild the Building or Common Areas so that it or they will be substantially different structurally or architecturally; or (iv) the damage occurs during the last 12 months of the Completion Estimate. TenantTerm and Landlord’s estimate indicates that the Landlord Repairs cannot be substantially completed within the period beginning on the date of the Casualty and having a duration equal to 25% of the balance of the Term remaining on such date; provided, however, shall that (x) Landlord may not have the right to terminate this Lease if pursuant to the preceding clauses (i), (ii) or (iii) unless the Premises have been materially damaged or Landlord also exercises all rights it may have acquired as a result of the Casualty was caused by to terminate any other leases of space in the negligence Building, and (y) Landlord may not terminate this Lease pursuant to the preceding clause (iv) unless the Premises have been materially damaged or intentional misconduct Landlord also exercises all rights it may have acquired as a result of Tenant or the Casualty to terminate any Tenant Related Parties. In additionother lease of space in the Building that, Landlord, by notice to Tenant within 90 days after on the date of the Casualty, shall have has a remaining term that is both less than 12 months and less than 400% of the right time that Landlord reasonably estimates will be required to complete any repairs to such space and to Common Areas and Building systems necessary for access to or tenantability of such space. Tenant may terminate this Lease if: Lease, by notifying Landlord within 30 days after receiving Landlord’s estimate of the time required to substantially complete the Landlord Repairs, if (1a) the Premises have been materially damaged and there is less than 1 year Casualty has occurred during the last 12 months of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) and has damaged a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration portion of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of (b) such estimate indicates that the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt the period beginning on the date of the Completion Estimate; (b) there is less than 1 year Casualty and having a duration equal to 25% of the balance of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimatedate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminatedterminated pursuant to this Section 11, Landlord shall promptly and diligentlydiligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment or and other matters beyond Landlord's reasonable control, events of Force Majeure. The Landlord Repairs shall restore the Premises (other than trade fixtures) and any Common Areas. Such restoration shall be Area or portion of the Base Building necessary for access to or tenantability of the Premises to substantially the same condition that existed prior to when the CasualtyCasualty occurred, except for (a) any modifications required by Law or any other Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to or tenantability of the Premises. Upon notice from LandlordNotwithstanding Section 10.4, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlordits designee) all property insurance proceeds payable to Tenant under Tenant's Insurance ’s insurance required under Section 10.2 with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided -Insured Improvements, and if the estimated or actual cost to repair such Leasehold of restoring any Tenant-Insured Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, the Tenant shall pay such excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within within 15 days of after Landlord’s demand, Tenant . No Casualty and no restoration performed as required hereunder shall also pay render Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, constitute a constructive eviction, or injury excuse Tenant from any obligation hereunder; provided, however, that if the Premises (other than trade fixtures) or any Common Area or portion of the Base Building necessary for access to Tenant's business resulting in or tenantability of the Premises is damaged by a Casualty, then, during any way from the Casualty or the repair thereof. During time that, as a result of such damage, any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant inaccessible or untenantable and is not using occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises. If Landlord does not substantially complete the Landlord Repairs by the Outside Restoration Date (defined below), Tenant may terminate this Lease by notifying Landlord within 15 days after the Outside Restoration Date and before the substantial completion of the Landlord Repairs. As used herein, “Outside Restoration Date” means the date occurring two (2) as a result months after the later of a Casualty(a) the expiration of the time set forth in Landlord’s estimate described in the first sentence of this Section 11, or (b) the date occurring 180 days after the commencement of the Landlord Repairs; provided, however, that the Outside Restoration Date shall be extended to the extent of (i) any delay caused by the insurance adjustment process, (ii) any delay caused by Tenant or any party claiming by, through or under Tenant, and (iii) any other delay caused by events of Force Majeure. Notwithstanding the foregoing, if Landlord determines in good faith that it will be unable to substantially complete the Landlord Repairs by the Outside Restoration Date, Landlord may cease its performance of the Landlord Repairs and provide Tenant with notice (the “Restoration Date Extension Notice”) stating such inability and identifying the date on which Landlord reasonably believes such substantial completion will occur, in which event Tenant may terminate this Lease by notifying Landlord within five (5) business days after receiving the Restoration Date Extension Notice. If Tenant does not terminate this Lease within such 5-business day period, the Rent Outside Restoration Date shall ▇▇▇▇▇ for be automatically amended to be the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction date identified in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the PropertyRestoration Date Extension Notice.
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Sources: Office Lease (ServiceTitan, Inc.)
Casualty Damage. 16.01 If all or With reasonable promptness after discovering any portion of damage to the Premises becomes untenantable by (excluding trade fixtures), or to the Common Areas necessary for access to the Premises, resulting from any fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"“Landlord Repairs”). If If, according to such estimate, the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord Repairs cannot be made tenantable substantially completed within 210 270 days from the date the repair is startedafter they are commenced, then either party shall have may terminate this Lease upon 60 days’ notice to the right other party delivered within 10 days after Landlord’s delivery of such estimate. Within 90 days after discovering any damage to the Project resulting from any Casualty, Landlord may, whether or not the Premises is affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds be used to pay any mortgage debt; (ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies plus any applicable deductibles (other than deductibles with respect to earthquake damage); (iii) Landlord decides to rebuild the Building or Common Areas so that it or they will be substantially different structurally or architecturally; (iv) the damage occurs during the last 12 months of the Term (provided, however, Landlord will not be entitled to terminate this Lease upon written notice to the other within 10 days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and solely because there is less than 1 year 12 months of the original Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been if Tenant has previously and validly exercised as provided hereinits Extension Option (defined in Exhibit F hereto); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt); or (3v) a material uninsured loss any owner, other than Landlord, of any damaged portion of the Project does not intend to the Building or Premises (as hereinafter defined) occurs. If repair such damage; provided, however, that Landlord has the right to may not terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of sentence unless the Premises has been materially damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt Landlord also exercises all rights it may have acquired as a result of the Completion Estimate; Casualty to terminate any other similarly situated leases of space in the Building. If this Lease is not terminated pursuant to this Section 11, Landlord shall promptly and diligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the Premises (excluding trade fixtures) and the Common Areas necessary for access to the Premises to substantially the same condition that existed when the Casualty occurred, except for (a) any modifications required by Law or any Security Holder, and (b) there is less than 1 year any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Term remaining on Project, and do not materially impair access and use to the date Premises or Tenant’s parking rights hereunder. Notwithstanding Section 10.4, Tenant shall assign to Landlord (or its designee) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 10.2 with respect to any Tenant-Insured Improvements. If the estimated or actual cost of restoring any Tenant-Insured Improvements exceeds the insurance proceeds received by Landlord from Tenant’s insurance carrier, Tenant shall pay such Casualtyexcess (the “Excess”) to Landlord within 15 days after Landlord’s demand unless the Lease is otherwise terminated pursuant to this Section 11; provided, however, that if (c1) the Casualty was not caused by the negligence or willful misconduct of any Tenant or its agentsParty, employees or contractors; and (d2) Tenant provides Landlord with written notice the amount of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performedproceeds (or, other than any details of constructionif greater, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, restore the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's Tenant would have been entitled to receive if it had maintained the property insurance carrierrequired under Section 10.2), together with any self-insured retention or deductible, is less than the excess estimated or actual cost of restoring any Tenant-Insured Improvements (such repairs shortfall being referred herein to as the “Shortfall”), then (x) Tenant may terminate this Lease (a “Shortfall Termination”) by providing Landlord with 15 business days’ prior notice (which notice shall include reasonable documentation of the Shortfall) within 15 days after receiving such demand (the “Tenant Notice Period”); provided further, however, that Landlord, by notifying Tenant within 10 business days after receiving such notice and documentation, may cancel such Shortfall Termination, in which event Tenant’s obligation to pay the Excess shall be paid reduced by Tenant the amount of the Shortfall; and (y) if this Lease is not terminated pursuant to the preceding clause (x) and Landlord prior to Landlord's commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the delays performance of the repairsLandlord Repairs until the earliest to occur of (i) the date, if any, on which Tenant notifies Landlord that Tenant waives its right to so terminate this Lease, (ii) the expiration of the Tenant Notice Period without Tenant giving Landlord notice of such termination, or (iii) if Tenant gives such notice before the expiration of the Tenant Notice Period, the date on which Landlord notifies Tenant that Landlord cancels such termination, then, for purposes of determining the period of any abatement of Monthly Rent pursuant to this Section 11, the Landlord Repairs shall be deemed to have been completed on the date on which Landlord reasonably estimates such completion would have occurred in the absence of such delay. In No Casualty and no event restoration performed as required hereunder shall render Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, constitute a constructive eviction, or injury excuse Tenant from any obligation hereunder; provided, however, that if the Premises (excluding trade fixtures) or any Common Area necessary for Tenant’s access to Tenant's business resulting in the Premises is damaged by a Casualty, then, during any way from the Casualty or the repair thereof. During time that, as a result of such damage, any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant untenantable or inaccessible and is not using occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises. Without limitation to the foregoing, if the Companion Lease (defined below) is terminated by either Landlord or Tenant pursuant to Section 11 of such Companion Lease (entitled, Casualty Damage), then Tenant may terminate this Lease upon 60 days’ notice to Landlord so long as such notice is delivered no later than 10 days after the Companion Lease termination notice is delivered pursuant to and in accordance with Section 11 of the Companion Lease; provided, however, that if Tenant attempted to terminate the Companion Lease as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction Shortfall (as defined in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.Companion Lease) but such Matter ID: 4138
Appears in 1 contract
Sources: Office Lease (Actuate Corp)
Casualty Damage. 16.01 If all With reasonable promptness after discovering any damage to the Premises, or to the Common Areas necessary for access to the Premises, resulting from any portion of the Premises becomes untenantable by fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter definedthe “Landlord Repairs”). If, according to such estimate, the Landlord Repairs cannot be substantially completed within 210 days after they are commenced, either party may terminate this Lease upon 60 days’ notice to the other party delivered within 10 days after Landlord’s delivery of such estimate. Within 90 days after discovering any damage to the Project resulting from any Casualty, Landlord may, whether or not the Premises is affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds be used to pay any mortgage debt; (ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building or Common Areas so that it or they will be substantially different structurally or architecturally; (iv) the damage occurs during the last 12 months of the Term; or (v) any owner, other than Landlord, of any damaged portion of the Project does not intend to repair such damage. If this Lease is not terminated pursuant to this Section 11, Landlord shall promptly and restoration diligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the Premises and any the Common Areas necessary to provide for access to the Premises to substantially the same condition that existed when the Casualty occurred, except for ("Completion Estimate")a) any modifications required by Law or any Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair use of or access to the Premises. If Notwithstanding Section 10.4, Tenant shall assign to Landlord (or its designee) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 10.2 with respect to any Tenant-Insured Improvements, and if the Completion Estimate indicates estimated or actual cost of restoring any Tenant-Insured Improvements exceeds the insurance proceeds received by Landlord from Tenant’s insurance carrier, Tenant shall pay such excess to Landlord within 15 days after Landlord’s demand. No Casualty and no restoration performed as required hereunder shall render Landlord liable to Tenant, constitute a constructive eviction, or excuse Tenant from any obligation hereunder; provided, however, that if the Premises or any Common Areas Area necessary to provide for Tenant’s access to the Premises cannot be made tenantable within 210 days from the date the repair is started, then either party shall have the right to terminate this Lease upon written notice to the other within 10 days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused damaged by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 days after the date of the a Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year then, during any time that, as a result of the Term remaining on the date of the Casualty (after giving effect to such damage, any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged is untenantable or inaccessible and is not occupied by fire or other casualty and Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such damage cannot reasonably be repaired within 60 days after receipt portion of the Completion Estimate; Premises. If Landlord does not substantially complete the Landlord Repairs on or before the Outside Restoration Date (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) defined below), then, provided that the Casualty was not caused by the negligence or willful misconduct of Tenant or its agentsany party claiming by, employees through or contractors; and (d) under Tenant, Tenant provides may terminate this Lease by notifying Landlord with written notice of its intent to terminate within 10 15 days after receipt the Outside Restoration Date. As used herein, “Outside Restoration Date” means the date occurring 60 days after the expiration of the Completion Estimate. For purposes time set forth in Landlord’s estimate described in the first sentence of this paragraphSection 11; provided, a “material uninsured loss however, that the Outside Restoration Date shall be extended to the Building or Premises” shall mean a casualty not covered extent of (i) any delay caused by the insurance coverages required in this Leaseadjustment process; (ii) any other delay caused by events of Force Majeure (up to 90 days), whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than (iii) any details of construction, mechanical adjustment delay caused by Tenant or any other similar matterparty claiming by, through or under Tenant. Notwithstanding the non-completion of which does not materially interfere with Tenant’s use of foregoing, if Landlord determines in good faith that it will be unable to substantially complete the Premises. If Landlord is actually delayed in Repairs on or before the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminatedOutside Restoration Date, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, restore the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the may cease its performance of the repairsLandlord Repairs and provide Tenant with notice (the “Restoration Date Extension Notice”) stating such inability and identifying the date on which Landlord reasonably believes such substantial completion will occur, in which event Tenant may terminate this Lease by notifying Landlord within five (5) business days after receiving the Restoration Date Extension Notice. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall If Tenant does not be liable for any inconvenience to Tenant, or injury to Tenant's terminate this Lease within such 5-business resulting in any way from the Casualty or the repair thereof. During any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant is not using such portion of the Premises) as a result of a Casualtyday period, the Rent Outside Restoration Date shall ▇▇▇▇▇ for be automatically amended to be the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction date identified in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the PropertyRestoration Date Extension Notice.
Appears in 1 contract
Sources: Office Lease (Quinstreet, Inc)
Casualty Damage. 16.01 If all or any portion of the Premises or Building becomes untenantable by fire or other casualty to the Premises (collectively a “Casualty”), Landlord, with reasonable promptnesspromptness (not to exceed forty-five (45) days after the Casualty), shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a good faith written estimate of the amount of time required using standard working methods to Substantially Complete (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises Building ("“Completion Estimate"”). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Building cannot be made tenantable restored within 210 two hundred ten (210) days from the date of the repair is startedCasualty, then either party shall have the right to terminate this Lease upon written notice to the other within 10 ten (10) days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 ninety (90) days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged (i.e., damaged such that the restoration thereof will, in the ordinary course, require more than sixty (60) days to complete after the commencement of such work) and there is less than 1 year seventeen (17) months of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein)Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If occurs provided Landlord has maintained the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by Property insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this required under Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”14(f)(ii), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's ’s reasonable control, restore the Premises and Common Areasthe Building. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by LandlordLaw. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's ’s Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's ’s commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant's ’s business resulting in any way from the Casualty or the repair thereof. During Provided that Tenant is not in Default, during any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant is not using such portion of the Premises) untenantable as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable untenantable and not used by Tenant.
16.03 The provisions . In the event Landlord has not Substantially Completed the restoration of this Lease, including this Section 16, constitute an express agreement between Landlord the Building or the Premises by the later of (i) two hundred and Tenant with respect to any and all damage toten (210) days from the Casualty, or destruction of(ii) the period set forth in the Completion Estimate, all or then Tenant may elect to terminate this Lease by giving Landlord notice of such election at any part time after the expiration of the Premises or the Propertyapplicable period and before Landlord has Substantially Completed such restoration. If Tenant so elects, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to then this Lease shall terminate on the date that is thirty (30) days after delivery of Tenant’s termination notice with the same force and effect as if such date were the Termination Date unless, on or any damage or destruction to all or any part before the expiration of the Premises or the Propertysuch thirty-day period, Landlord has Substantially Completed such restoration, in which event Tenant’s termination election shall automatically become void.
Appears in 1 contract
Sources: Office Lease Agreement (Zipcar Inc)
Casualty Damage. 16.01 If all or any portion of the Premises becomes untenantable or inaccessible by fire or other casualty to the Premises or the Common Areas (collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required required, using standard working methods methods, to Substantially Complete (as hereinafter defined) substantially complete the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("“Completion Estimate"”). Landlord shall promptly forward a copy of the Completion Estimate to Tenant, If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 210 180 days from the date the repair is started, then either party shall have the right to terminate this Lease upon written notice to the other within 10 days after Tenant’s receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year 2 years of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein)Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's ’s reasonable control, restore the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's ’s Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's ’s commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairsrepairs to such Leasehold Improvements. In no event shall Landlord be required to spend more for the restoration of the Premises and Common Areas than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant's ’s business resulting in any way from the Casualty or the repair thereof. During Provided that Tenant is not in Default, during any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant is not using such portion of the Premises) untenantable as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable untenantable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 1 contract
Casualty Damage. 16.01 If Landlord and Tenant shall give prompt notice to the other party if all or any portion of the Premises becomes untenantable by fire or other casualty to the Premises (collectively a “"Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"). If In the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 210 days from the date the repair is startedevent of such Casualty, then either party shall have the right to terminate this Lease upon party, by written notice to the other within 10 days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 30 days after the date of the such Casualty, shall have the right to terminate this Lease if: if more than fifty percent (150%) of the Premises have been materially damaged and there is less than 1 one (I) year of the Term Tenn (including, for purposes of this provision, any Renewal Tenn as to which Tenant has provided a Renewal Notice prior to such date) remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occursCasualty. If Landlord has the right to terminate this Lease pursuant to this Article 16is so tenninated, Landlord agrees to exercise (a) the Term shall expire upon the date set forth in such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision notice, which shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Buildingless than 30 days after such notice is given, and other relevant factors of Landlord's decision as long as they are applied Tenant shall vacate the Premises and surrender the same to Tenant Landlord no later than the date set forth in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In additionnotice, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year Tenant's liability for Rent shall cease as of the Term remaining on the date of such Casualty; the damage, (c) any prepaid Rent for any period after the Casualty was not caused date of the damage and any overpayment of Operating Expenses be refunded by the negligence or willful misconduct of Tenant or its agentsLandlord to Tenant, employees or contractors; and (d) Landlord shall be entitled to collect all insurance proceeds of policies held by Landlord or Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss providing coverage for Alterations and other improvements to the Building Premises (but not insurance proceeds for damage to Tenant's personal property and equipment). Landlord shall retain such proceeds from Tenant's insurance irrespective of whether Landlord performed or Premises” shall mean a casualty not covered by the insurance coverages required in this Leasepaid for such Alterations and improvements, whether by contribution, offset or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delayotheiwise.
16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, restore the Premises and Common AreasBuilding in a good and workmanlike manner, in compliance with all applicable Laws, and in such manner as to minimize any 10002116s s l IS disturbance to Tenant's use (if any) of any undamaged portions of the Premises. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except eKcept for modifications required by Law applicable Laws and excluding restoration or any other modifications to the Common Areas deemed desirable by Landlord. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under replacement of Tenant's Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairsProperty. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlordsuch case, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant's business resulting in any way from the Casualty or the repair thereof. During any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant is not using such portion of the Premises) as a result of a Casualty, the Rent shall ▇a▇▇▇▇ for on a per diem basis during the portion period of the Premises that is unusable reconstruction and not used by Tenantrepair.
16.03 The provisions In addition to Landlord's rights under Section 16.0I, if the Premises are damaged such that a reputable general contractor selected by Landlord reasonably estimates in writing that the time to restore the Premises is greater than nine (9) months (subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control) then, either Landlord or Tenant may give the other party a notice terminating this Lease not later than 30 days following the date such written estimate of restoration. If this LeaseLease is so terminated, including this Section 16(a) the Term shall eKpire upon the date set forth in the terminating party's notice, constitute an express agreement between Landlord which shall not be less than 30 days after such notice is given, and Tenant with respect shall vacate the Premises and surrender the same to any and all damage toLandlord no later than the date set forth in the notice, or destruction of, all or any part (b) Tenant's liability for Rent shall cease as of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) date of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.damage,
Appears in 1 contract
Sources: Sublease Agreement (Digimarc CORP)
Casualty Damage. 16.01 If all or any portion of the Premises is damaged or becomes untenantable or inaccessible by fire or other casualty to the Premises or the Common Areas (collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required required, using standard working methods methods, to Substantially Complete (as hereinafter defined) substantially complete the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("“Completion Estimate"”). Landlord shall promptly forward a copy of the Completion Estimate to Tenant. If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 210 two hundred ten (210) days from the date of the repair is startedCasualty, then either party shall have the right to terminate this Lease upon written notice to the other within 10 ten (10) days after Tenant’s receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 sixty (60) days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 one (1) year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein)Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has Notwithstanding the foregoing, if Tenant was entitled to but elected not to exercise its right to terminate this the Lease pursuant to this Article 16, and Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting does not substantially complete the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors Premises within two (2) months after the later to occur of Landlord's decision as long as they are applied to Tenant in (x) the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to date that is two hundred ten (210) days after the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion date of the Premises has been damaged by fire Casualty, or other casualty and such damage cannot reasonably be repaired within 60 days after receipt (y) the expiration of the estimated period of time set forth in the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss which period shall be extended to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification extent of any materials or equipment with long lead times (a “Reconstruction Delays, then Tenant Delay”)may, the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, restore the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant's business resulting in any way from the Casualty or the repair thereof. During any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant is not using such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.its sole and
Appears in 1 contract
Sources: Office Lease Agreement (Stealth BioTherapeutics Corp)
Casualty Damage. 16.01 If all or any portion of the Premises becomes untenantable or inaccessible by fire or other casualty to the Premises or the Common Areas (collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required required, using standard working methods methods, to Substantially Complete (as hereinafter defined) substantially complete the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("“Completion Estimate"”). Landlord shall promptly forward a copy of the Completion Estimate to Tenant. If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 210 270 days from the date the repair is started, then either party shall have the right to terminate this Lease upon written notice to the other within 10 ten (10) days after Tenant’s receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 ninety (90) days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year 2 years of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein)Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's ’s reasonable control, restore the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's ’s Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's ’s commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairsrepairs to such Leasehold Improvements. In no event shall Landlord be required to spend more for the restoration of the Premises and Common Areas than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant's ’s business resulting in any way from the Casualty or the repair thereof. During Provided that Tenant is not in Default, during any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant is not using such portion of the Premises) untenantable as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable untenantable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 1 contract
Casualty Damage. 16.01 If all or any portion of the Premises becomes untenantable by fire or other casualty to the Premises (collectively a “Casualty”"CASUALTY"), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete (as hereinafter defined) the repair and restoration of the Premises (excluding any Leasehold Improvements, the repair of which will be carried by Tenant) and any Common Areas necessary to provide access to the Premises ("Completion EstimateCOMPLETION ESTIMATE"). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 210 270 days from the date the repair is startedof casualty, then either party shall have the right to terminate this Lease upon written notice to the other within 10 days after receipt of the Completion Estimate; if the ground floor retail portion of the Premises (i.e., Suite 100 and, after the expiration of the Suite 150 Lease (as defined in EXHIBIT F), Suite 150 (as defined in EXHIBIT F) is the only portion of the Premises that is affected by a Casualty but, pursuant to the Completion Estimate, the damage cannot be repaired within 270 days following the date of Casualty, Tenant will have the right to terminate this Lease with respect to the ground floor retail portion of the Premises only, by written notice delivered in accordance with the preceding sentence. If Tenant so terminates this Lease with respect to the ground floor portion of the Premises, Landlord will promptly prepare an amendment to this Lease removing the ground floor of the Premises from the Premises, and the parties will mutually execute such amendment. Tenant, however, shall not have the any right to terminate this Lease if the Casualty was caused by the gross negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year 2 years of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein)Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises occurs (Landlord's failure to maintain the insurance coverage required hereunder cannot be used as hereinafter defineda basis for establishing an uninsured loss). Landlord's termination of this Lease pursuant to this Section 16.01 will be conditioned on Landlord similarly terminating the leases of all Building tenants (x) occurs. If who are similarly affected by such damage and (y) pursuant to whose leases Landlord has a termination right substantially similar to the termination right set forth herein. Notwithstanding the foregoing to the contrary, if Landlord elects to terminate this Lease pursuant to clause (1) above, and Tenant, within ten (10) Business Days following delivery of Landlord's termination notice, delivers an Initial Renewal Notice pursuant to Section 3 or 4 of EXHIBIT F attached hereto (and provided Tenant is not precluded from exercising the applicable Renewal Option pursuant to the provisions of Section 3.A or 4.A of EXHIBIT F [the restrictions on early notice provided in Sections 3.A.(1) and 4.A.(1) of EXHIBIT F being waived solely in the circumstances described in this sentence], Landlord's exercise of the right to terminate this Lease pursuant to this Article 16clause (1) above will be null and void; however, (x) the foregoing will not preclude Landlord agrees to exercise such right from exercising any other termination option described in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for and (y) if Tenant's exercise of any Renewal Option as described herein is subsequently rendered null and void as described in the purpose final sentence of replacing Tenant with a successor tenant. In additionSection 3.C or 4.C of EXHIBIT F, Tenant shall Landlord will once again have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, restore the Premises (excluding Leasehold Improvements) and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the CasualtyCasualty and prior to the installation of any Leasehold Improvements, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant's business resulting in any way from the Casualty or the repair thereof. During Provided that Tenant is not in Default, during any period of time prior to the completion of Landlord's repair obligations as set forth herein, that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant is not using such portion of the Premises) untenantable as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable untenantable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 1 contract
Casualty Damage. 16.01 If all With reasonable promptness after discovering any damage to the Premises (other than trade fixtures), or to any portion Common Area or Building system necessary for access to or tenantability of the Premises becomes untenantable by Premises, resulting from any fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"“Landlord Repairs”). If If, according to such estimate, the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord Repairs cannot be made tenantable substantially completed within 210 days from the date the repair is started, then either party shall have the right to terminate this Lease upon written notice to the other within 10 days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 270 days after the date of the such Casualty, shall have the right to either party may terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied upon 60 days’ notice to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate party delivered within 10 days after receipt Landlord’s delivery of the Completion Estimatesuch estimate. For purposes of this paragraph, a “material uninsured loss Within 90 days after discovering any damage to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this LeaseProject resulting from any Casualty, Landlord may, whether or not a party hereto maintained such the Premises are affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance coverage. The repair and restoration work shall proceeds be deemed used to pay any mortgage debt; (ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building or Common Areas so that it or they will be “Substantially Complete” on substantially different structurally or architecturally; (iv) the date that all such work has been performeddamage occurs during the last 12 months of the Term; or (v) any owner, other than Landlord, of any details damaged portion of construction, mechanical adjustment or any other similar matter, the non-completion of which Project does not materially interfere with Tenant’s use of the Premisesintend to repair such damage. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminatedterminated pursuant to this Section 11, Landlord shall promptly and diligentlydiligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment or and other matters beyond Landlord's reasonable control, events of Force Majeure. The Landlord Repairs shall restore the Premises (other than trade fixtures) and any Common Areas. Such restoration shall be Area or Building system necessary for access to or tenantability of the Premises to substantially the same condition that existed prior to when the CasualtyCasualty occurred, except for (a) any modifications required by Law or any other Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to or tenantability of the Premises. Upon notice from LandlordNotwithstanding Section 10.4, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlordits designee) all property insurance proceeds payable to Tenant under Tenant's Insurance ’s insurance required under Section 10.2 with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided -Insured Improvements, and if the estimated or actual cost to repair such Leasehold of restoring any Tenant-Insured Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, the Tenant shall pay such excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within within 15 days of after Landlord’s demand, Tenant . No Casualty and no restoration performed as required hereunder shall also pay render Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, constitute a constructive eviction, or injury excuse Tenant from any obligation hereunder; provided, however, that if the Premises (other than trade fixtures) or any Common Area or Building system necessary for access to Tenant's business resulting in or tenantability of the Premises is damaged by a Casualty, then, during any way from the Casualty or the repair thereof. During time that, as a result of such damage, any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant inaccessible or untenantable and is not using occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises) as a result of a Casualty, . If Tenant was entitled to but elected not to exercise its right to terminate the Rent shall ▇▇▇▇▇ for Lease in accordance with the portion termination rights granted to Tenant herein and Landlord does not substantially complete the repair and restoration of the Premises that is unusable and not used within 2 months after expiration of the estimated period of time set forth in the Landlord Repairs notice, which period shall be extended to the extent of any Reconstruction Delays (defined below), then Tenant may terminate this Lease by Tenant.
16.03 The provisions written notice to Landlord within 15 days after the expiration of such period, as the same may be extended. For purposes of this Lease, including this Section 16, constitute an express agreement between Landlord the term "Reconstruction Delays" shall mean: (i) any delays caused by Tenant; and Tenant with respect to (ii) any and all damage to, or destruction of, all or any part delays caused by events of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the PropertyForce Majeure.
Appears in 1 contract
Sources: Office Lease (Catasys, Inc.)
Casualty Damage. 16.01 If all With reasonable promptness after discovering any damage to the Premises, or any portion to the Common Areas necessary for access to and/or use of the Premises becomes untenantable by Premises, resulting from any fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"“Landlord Repairs”). If If, according to such estimate, the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord Repairs cannot be made tenantable substantially completed within 210 270 days from the date the repair is startedafter they are commenced, then either party shall have the right to may terminate this Lease upon written 60 days’ notice to the other party delivered within 10 days after receipt Landlord’s delivery of the Completion Estimatesuch estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within Within 90 days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to discovering any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss damage to the Building or Project resulting from any Casualty, Landlord may, whether or not the Premises is affected, terminate this Lease by notifying Tenant if (as hereinafter definedi) occurs. If any Security Holder terminates any ground lease or requires that any insurance proceeds be used to pay any mortgage debt; (ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord has decides to rebuild the right Building or Common Areas so that it or they will be substantially different structurally or architecturally; (iv) the damage occurs during the last 12 months of the Term; or (v) any owner, other than Landlord, of any damaged portion of the Project does not intend to repair such damage; provided, however, that Landlord may not terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of sentence unless the Premises has been materially damaged or Landlord also exercises all rights it may have acquired as a result of the Casualty to terminate any other similarly situated leases of space in the Building. Tenant may terminate this Lease, by fire or other casualty notice to Landlord within 30 days after receiving Landlord’s estimate of the time required to substantially complete the Landlord Repairs, if (a) the Casualty has occurred during the last 12 months of the Term and has damaged a material portion of the Premises, and (b) such estimate indicates that the damage cannot reasonably be repaired within 60 days after Tenant’s receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimateestimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminatedterminated pursuant to this Section 11, Landlord shall promptly and diligentlydiligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment or and other matters beyond Landlord's reasonable control, events of Force Majeure. The Landlord Repairs shall restore the Premises (including any Tenant-Insured Improvements and trade fixtures) and the Common Areas. Such restoration shall be Areas necessary for access to the Premises to substantially the same condition that existed prior to when the CasualtyCasualty occurred, except for (a) any modifications required by Law or any other Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to or use of the Premises. Upon notice from LandlordNotwithstanding Section 10.4, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlordits designee) all property insurance proceeds payable to Tenant under Tenant's Insurance ’s insurance required under Section 10.2 with respect to any Leasehold Tenant-Insured Improvements performed by or for the benefit of Tenant; provided and trade fixtures, and if the estimated or actual cost to repair such Leasehold of restoring any Tenant-Insured Improvements and trade fixtures exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, the Tenant shall pay such excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within within 15 days of after Landlord’s demand, Tenant . No Casualty and no restoration performed as required hereunder shall also pay render Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, constitute a constructive eviction, or injury excuse Tenant from any obligation hereunder; provided, however, that if the Premises or any Common Area necessary for Tenant’s access to Tenant's business resulting in or use of the Premises is damaged by a Casualty, then, during any way from the Casualty or the repair thereof. During time that, as a result of such damage, any period of time that all or a material portion of the Premises is rendered unusable untenantable or inaccessible and is not used and occupied by Tenant for the conduct of Tenant’s office uses therein (as Tenant is not using business, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 1 contract
Casualty Damage. 16.01 If all or any portion of the Premises becomes untenantable by fire or other casualty to the Premises (collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete (as hereinafter defined) the repair and restoration of the Premises for Tenant’s Permitted Use and of any Common Areas necessary to provide access to the Premises by Tenant ("“Completion Estimate"”). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 210 270 days from the date the repair is started, then either party shall have the right to terminate this Lease upon written notice to the other within 10 days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year 2 years of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein)Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's ’s reasonable control, restore the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualty, Casualty except for modifications required by Law or Law, and except for any other modifications to the Common Areas deemed desirable by LandlordLandlord that do not materially reduce Tenant’s rights and benefits under this Lease. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's ’s Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's ’s commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant's ’s business resulting in any way from the Casualty or the repair thereof. During Provided that Tenant is not in Default, during any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant is not using such portion of the Premises) untenantable as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable untenantable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 1 contract
Casualty Damage. 16.01 If all or any portion of the Premises becomes untenantable by fire or other casualty to the Premises (collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 210 days from the date the repair is started, then either party shall have the right to terminate this Lease upon written notice to the other within 10 days after receipt common areas of the Completion Estimate. Tenant, however, Property providing access thereto shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminatedcasualty, Landlord shall promptly and diligently, subject use available insurance proceeds to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, restore the Premises and Common Areassame. Such restoration shall be to substantially the same condition that existed prior to the Casualtycasualty, except for modifications required by Law zoning and building codes and other Laws or by any Holder (as defined in Article 25), any other modifications to the Common Areas deemed desirable common areas reasonably determined to be made by Landlord. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (provided access to the Premises or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if parking facility servicing the estimated cost to repair such Leasehold Improvements exceeds Building is not materially impaired without providing reasonably comparable substitute facilities taking into account the amount of insurance proceeds received by change in location), and except that Landlord from Tenant's insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord not be required to spend more repair or replace any of Tenant's furniture, furnishings, fixtures or equipment, or any alterations 1888 Century Park East [SCPIE Holdings Lease] 15 or improvements in excess of any work performed or paid for by Landlord under this Lease or any separate agreement signed by the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenantparties in connection herewith. Landlord shall not be liable for any inconvenience or annoyance to TenantTenant or its visitors, or injury to Tenant's business resulting in any way from the Casualty such damage or the repair thereof. During any period However, Landlord shall allow Tenant a proportionate abatement of Rent during the time that all and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease and not occupied by Tenant as a result thereof (but abatement shall be limited to Landlord's rent loss insurance proceeds if Tenant or its employees or agents caused the damage). Notwithstanding the foregoing to the contrary, Landlord may elect to terminate this Lease by notifying Tenant in writing of such termination within ninety (90) days after the date of damage (such termination notice to include a material portion termination date providing at least ninety (90) days for Tenant to vacate the Premises), if the Property shall be damaged by fire or other casualty or cause such that: (a) repairs to the Premises and access thereto cannot reasonably be completed within one hundred fifty (150) days after the casualty without the payment of overtime or other premiums, (b) more than 25% of the Premises is rendered unusable for affected by the conduct damage, and fewer than 24 months remain in the Term, or any material damage occurs to the Premises during the last 12 months of Tenant’s office uses therein the Term, (c) any Holder (as Tenant defined in Article 25) shall require that the insurance proceeds or any substantial portion thereof be used to retire the Mortgage debt (or shall terminate the ground lease, as the case may be), or the damage is not using such portion fully covered by Landlord's insurance policies (provided Landlord has maintained the insurance required under this Lease), or (d) the cost of the Premises) as a result of a Casualtyrepairs, the Rent shall ▇▇▇▇▇ for the portion alterations, restoration or improvement work would exceed 25% of the Premises that is unusable and not used by Tenant.
16.03 The provisions replacement value of the Building, or the nature of such work would make termination of this LeaseLease necessary. Tenant agrees that Landlord's obligation to restore, including this Section 16and the abatement of Rent provided herein, constitute an express agreement between Landlord shall be Tenant's sole recourse in the event of such damage, and waives any other rights Tenant with respect may have under any applicable Law to any and all terminate the Lease by reason of damage to, or destruction of, all or any part of to the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the including all rights under California Civil Code, with respect Sections 1932(2), 1933(4), and 1942, as the same may be modified or replaced hereafter.
(a) Landlord fails to commit to complete restoration work to the Premises and access thereto within ninety (90) days after the damage occurs, or (b) Landlord fails to substantially complete such work within two hundred ten (210) days after the damage occurs, or such additional time as may be necessary due to Force Majeure, or (c) such work is reasonably estimated (which estimate Landlord shall provide within ninety (90) days following the casualty if Tenant so requests within sixty (60) days following the casualty), to take more than two hundred ten (210) days to substantially complete after the damage occurs, or (d) any rights or obligations concerning material damage or destruction occurs to the Premises and fewer than twelve (12) months remain in the absence Term. In order to exercise any of an express agreement between the partiesforegoing termination rights, Tenant must send Landlord at least thirty (30) days (but not more than 120 days) advance written notice specifying the basis for termination, and any similar such notice must be given no later than thirty (30) days following the occurrence of the condition serving as the basis for the termination right invoked by Tenant. If Tenant exercises its termination right on the basis of the provisions set forth in clause (a) or successor Laws now (b) above, 1888 Century Park East [SCPIE Holdings Lease] 16 and Landlord commences or hereinafter substantially completes, as the case may be, the restoration work to the Premises within thirty (30) days after receipt of such notice from Tenant, such notice shall be of no force or effect. Notwithstanding anything to the contrary contained herein, if Tenant, or its officers, employees, contractors or agents delay Landlord in effectperforming the repairs, Landlord shall have no application additional time to this Lease or any damage or destruction complete the work equal to such delay and Tenant shall pay Landlord all or any part Rent for the period of the Premises or the Propertysuch delay.
Appears in 1 contract
Sources: Office Lease (Scpie Holdings Inc)
Casualty Damage. 16.01 If all Within 60 days after discovering any damage to the Premises, or to the Common Areas necessary for access to the Premises, resulting from any portion of the Premises becomes untenantable by fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"“Landlord Repairs”). If If, according to such estimate, the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord Repairs cannot be made tenantable substantially completed within 210 180 days from after the date of the repair is starteddamage (or 90 days in the event the damage occurs during the last 12 months of the Term), then either party shall have the right to may terminate this Lease as of the date of the damage, upon written notice to the other party delivered within 10 days after receipt Landlord’s delivery of such estimate. Within 90 days after discovering any material damage to the Completion Estimate. TenantProject resulting from any Casualty, howeverLandlord may, shall whether or not have the right to Premises is affected, terminate this Lease by notifying Tenant if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2i) any Mortgagee Security Holder (other than Master Lessee or ▇▇▇▇) terminates any ground lease or requires that the any insurance proceeds be applied used to the payment of the pay any mortgage debt; or (3ii) a any material uninsured loss damage to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall is not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not fully covered by Landlord’s insurance proceedspolicies, Landlord's plans or insurance required to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. be covered by Landlord shall not in bad faith terminate this Lease pursuant to under the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion EstimateLease; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (ciii) the Casualty was not caused by the negligence or willful misconduct damage is material to operation of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by Common Areas and damage occurs during the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use last 12 months of the PremisesTerm. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminatedterminated pursuant to this Section 11, Landlord shall promptly and diligentlydiligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment or and other matters beyond Landlord's reasonable control, events of Force Majeure. The Landlord Repairs shall restore the Premises and the Common Areas. Such restoration shall be Areas necessary for access to and parking for the Premises to substantially the same condition that existed prior to when the CasualtyCasualty occurred, except for (a) any modifications required by Law or any other Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to or parking for the Premises. Upon notice from LandlordNotwithstanding Section 10.4, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlordits designee) all property insurance proceeds payable to Tenant under Tenant's Insurance ’s insurance required under Section 10.2 with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided -Insured Improvements, and if the estimated or actual cost to repair such Leasehold of restoring any Tenant-Insured Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, Landlord shall consult with Tenant and the parties shall use reasonable efforts to agree on replacement improvements at a cost in excess cost of insurance proceeds reasonably acceptable to Tenant. Tenant shall pay such repairs shall be paid by Tenant excess to Landlord prior to Landlord's commencement of repairs. Within within 15 days after Landlord’s delivery of written demand, Tenant with reasonably detailed invoices and back-up documentation. No Casualty and no restoration performed as required hereunder shall also pay render Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, constitute a constructive eviction, or injury excuse Tenant from any obligation hereunder; provided, however, that if the Premises or any Common Area necessary for Tenant’s access to Tenant's business resulting in the Premises is damaged by a Casualty, then, during any way from the Casualty or the repair thereof. During time that, as a result of such damage, any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant untenantable or inaccessible and is not using occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 1 contract
Casualty Damage. 16.01 If all With reasonable promptness after discovering any damage to the Premises, or to the Common Areas necessary for access to the Premises, resulting from any portion of the Premises becomes untenantable by fire or other casualty to the Premises (collectively “a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"“Landlord Repairs”). If If, according to such estimate, the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord Repairs cannot be made tenantable substantially completed within 210 270 days from the date the repair is startedafter they are commenced, then either party shall have the right to may terminate this Lease upon written 60 days’ notice to the other party delivered within 10 days after receipt Landlord’s delivery of the Completion Estimatesuch estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within Within 90 days after discovering any damage to the date of the Project resulting from any Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Leasemay, whether or not a party hereto maintained such the Premises is affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance coverage. The repair and restoration work shall proceeds be deemed used to pay any mortgage debt; (ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies plus any applicable deductibles (other than deductibles with respect to earthquake damage); (iii) Landlord decides to rebuild the Building or Common Areas so that it or they will be “Substantially Complete” on substantially different structurally or architecturally; (iv) the date that all such work has been performeddamage occurs during the last 12 months of the Term; or (v) any owner, other than Landlord, of any details damaged portion of construction, mechanical adjustment or any other similar matter, the non-completion of which Project does not materially interfere with Tenant’s use of the Premisesintent to repair such damages. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminatedterminated pursuant to the Section 11, Landlord shall promptly and diligentlydiligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment or and other matters beyond Landlord's reasonable control, events of Force Majeure. The Landlord Repairs shall restore the Premises and the Common Areas. Such restoration shall be Areas necessary for access to the Premises to substantially the same condition that existed prior to when the CasualtyCasualty occurred, except for (a) any modifications required by Law or any other Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to the Premises. Upon notice from LandlordNotwithstanding Section 10.4, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlordits designee) all property insurance proceeds payable to Tenant under Tenant's Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant's business resulting in any way from the Casualty or the repair thereof. During any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant is not using such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.insurance
Appears in 1 contract
Sources: Sublease Agreement (Telik Inc)
Casualty Damage. 16.01 If all With reasonable promptness after discovering any damage to the Premises (other than trade fixtures), or to any Common Area or portion of the Premises becomes untenantable by Base Building necessary for access to or tenantability of the Premises, resulting from any fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"“Landlord Repairs”). If If, according to such estimate, the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord Repairs cannot be made tenantable substantially completed within 210 270 days from the date the repair is startedafter they are commenced, then either party shall have the right to may terminate this Lease upon written 60 days’ notice to the other party delivered within 10 days after receipt Landlord’s delivery of such estimate. Within 90 days after discovering any damage to the Completion Estimate. TenantProject resulting from any Casualty, howeverLandlord may, shall whether or not have the right to Premises are affected, terminate this Lease by notifying Tenant if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2i) any Mortgagee Security Holder terminates any ground lease or requires that the any insurance proceeds be applied used to the payment of the pay any mortgage debt; or (3ii) a material uninsured loss any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building or Premises Common Areas so that it or they will be substantially different structurally or architecturally; (as hereinafter definediv) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting damage occurs during the Building. Consideration last 12 months of the following factors in arriving at its decision shall Term; or (v) any owner, other than Landlord, of any damaged portion of the Project does not be deemed discriminatory: Length of term remaining on the Lease, time needed intend to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenantssuch damage. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 one (1) year of the Term remaining on the date of such the Casualty; (cb) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (dc) Tenant provides Landlord with written notice of its intent to terminate within 10 30 days after the date of Tenant’s receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use estimate of the Premisestime required to substantially complete the Landlord Repairs. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminatedterminated pursuant to this Section 11, Landlord shall promptly and diligentlydiligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment or and other matters beyond Landlord's reasonable control, events of Force Majeure. The Landlord Repairs shall restore the Premises (other than trade fixtures) and any Common Areas. Such restoration shall be Area or portion of the Base Building necessary for access to or tenantability of the Premises to substantially the same condition that existed prior to when the CasualtyCasualty occurred, except for (a) any modifications required by Law or any other Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to or tenantability of the Premises. Upon notice from LandlordNotwithstanding Section 10.4, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlordits designee) all property insurance proceeds payable to Tenant under Tenant's Insurance ’s insurance required under Section 10.2 with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided -Insured Improvements, and if the estimated or actual cost to repair such Leasehold of restoring any Tenant-Insured Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, the Tenant shall pay such excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within within 15 days of after Landlord’s demand, Tenant . No Casualty and no restoration performed as required hereunder shall also pay render Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, constitute a constructive eviction, or injury excuse Tenant from any obligation hereunder; provided, however, that if the Premises (other than trade fixtures) or any Common Area or portion of the Base Building necessary for access to Tenant's business resulting in or tenantability of the Premises is damaged by a Casualty, then, during any way from the Casualty or the repair thereof. During time that, as a result of such damage, any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant inaccessible or untenantable and is not using occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 1 contract
Casualty Damage. 16.01 If all With reasonable promptness after discovering any damage to the Premises (other than trade fixtures), or to any Common Area or portion of the Premises becomes untenantable by Base Building necessary for access to or tenantability of the Premises, resulting from any fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"“Landlord Repairs”). If If, according to such estimate, the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord Repairs cannot be made tenantable substantially completed within 210 270 days from the date the repair is startedafter they are commenced, then either party shall have the right to may terminate this Lease upon written 45 days’ notice to the other party delivered within 10 days after receipt Landlord’s delivery of the Completion Estimatesuch estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within Within 90 days after discovering any damage to the date of the Project resulting from any Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Leasemay, whether or not a party hereto maintained such the Premises are affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance coverage. The repair and restoration work shall proceeds be deemed used to pay any mortgage debt; (ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building or Common Areas so that it or they will be “Substantially Complete” on substantially different structurally or architecturally; (iv) the date that all such work has been performeddamage occurs during the last 12 months of the Term; or (v) any owner, other than Landlord, of any details damaged portion of construction, mechanical adjustment or any other similar matter, the non-completion of which Project does not materially interfere with Tenant’s use of the Premisesintend to repair such damage. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminatedterminated pursuant to this Section 11, Landlord shall promptly and diligentlydiligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment or and other matters beyond Landlord's reasonable control, events of Force Majeure. The Landlord Repairs shall restore the Premises (other than trade fixtures) and any Common Areas. Such restoration shall be Area or portion of the Base Building necessary for access to or tenantability of the Premises to substantially the same condition that existed prior to when the CasualtyCasualty occurred, except for (a) any modifications required by Law or any other Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to or tenantability of the Premises. Upon notice from LandlordNotwithstanding Section 10.4, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlordits designee) all property insurance proceeds payable to Tenant under Tenant's Insurance ’s insurance required under Section 10.2 with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided -Insured Improvements, and if the estimated or actual cost to repair such Leasehold of restoring any Tenant-Insured Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, the Tenant shall pay such excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within within 15 days of after Landlord’s demand, Tenant . No Casualty and no restoration performed as required hereunder shall also pay render Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, constitute a constructive eviction, or injury excuse Tenant from any obligation hereunder; provided, however, that if the Premises (other than trade fixtures) or any Common Area or portion of the Base Building necessary for access to Tenant's business resulting in or tenantability of the Premises is damaged by a Casualty, then, during any way from the Casualty or the repair thereof. During time that, as a result of such damage, any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant inaccessible or untenantable and is not using occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 1 contract
Casualty Damage. 16.01 If all With reasonable promptness after discovering any damage to the Premises, or to the Common Areas necessary for access to the Premises, resulting from any portion of the Premises becomes untenantable by fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter definedthe “Landlord Repairs”). If, according to such estimate, the Landlord Repairs cannot be substantially completed within 180 days after they are commenced, either party may terminate this Lease upon 60 days’ notice to the other party delivered within 10 business days after Landlord’s delivery of such estimate. Within 90 days after discovering any damage to the Project resulting from any Casualty, Landlord may, whether or not the Premises is affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds be used to pay any mortgage debt; (ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building or Common Areas so that it or they will be substantially different structurally or architecturally; (iv) the damage occurs during the last 12 months of the Term; or (v) any owner, other than Landlord, of any damaged portion of the Project does not intend to repair such damage. If this Lease is not terminated pursuant to this Section 11. Landlord shall promptly and restoration diligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment and events of Force Majeure. The Landlord Repairs shall restore the Premises and any the Common Areas necessary to provide for access to the Premises to substantially the same condition that existed when the Casualty occurred, except for ("Completion Estimate")a) any modifications required by Law or any Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to the Premises. Tenant shall assign to Landlord (or its designee) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 10.2 with respect to any Tenant-Insured Improvements. If the Completion Estimate indicates estimated or actual cost of restoring any Tenant-Insured Improvements exceeds the insurance proceeds received by Landlord from Tenant’s insurance carrier, Tenant shall pay such excess to Landlord within 15 days after Landlord’s demand. No Casualty and no restoration performed as required hereunder shall render Landlord liable to Tenant, constitute a constructive eviction, or excuse Tenant from any obligation hereunder; provided, however, that if the Premises or any Common Areas Area necessary to provide for Tenant’s access to the Premises cannot be made tenantable within 210 days from the date the repair is started, then either party shall have the right to terminate this Lease upon written notice to the other within 10 days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused damaged by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 days after the date of the a Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year then, during any time that, as a result of the Term remaining on the date of the Casualty (after giving effect to such damage, any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged is untenantable or inaccessible and is not occupied by fire or other casualty and Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such damage cannot reasonably be repaired within 60 days after receipt portion of the Completion Estimate; Premises. If Landlord does not substantially complete the Landlord Repairs on or before the Outside Restoration Date (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) defined below), then, provided that the Casualty was not caused by the negligence or willful misconduct of Tenant or its agentsany party claiming by, employees through or contractors; and (d) under Tenant, Tenant provides may terminate this Lease by notifying Landlord with written notice of its intent to terminate within 10 15 days after receipt the Outside Restoration Date. As used herein, “Outside Restoration Date” means the date occurring two (2) months after the later of (a) the expiration of the Completion Estimate. For purposes time set forth in Landlord’s estimate described in the First sentence of this paragraphSection 11, a “material uninsured loss or (b) the date occurring 270 days after the commencement of the Landlord Repairs; provided, however, that the Outside Restoration Date shall be extended to the Building or Premises” shall mean a casualty not covered extent of (i) any delay caused by the insurance coverages required in this Leaseadjustment process; (ii) any other delay caused by events of Force Majeure, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than (iii) any details of construction, mechanical adjustment delay caused by Tenant or any other similar matterparty claiming by, through or under Tenant. Notwithstanding the non-completion of which does not materially interfere with Tenant’s use of foregoing, if Landlord determines in good faith that it will be unable to substantially complete the Premises. If Landlord is actually delayed in Repairs on or before the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminatedOutside Restoration Date, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, restore the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the may cease its performance of the repairsLandlord Repairs and provide Tenant with notice (the “Restoration Date Extension Notice”) stating such inability and identifying the date on which Landlord reasonably believes such substantial completion will occur, in which event Tenant may terminate this Lease by notifying Landlord within five (5) business days after receiving the Restoration Date Extension Notice. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall If Tenant does not be liable for any inconvenience to Tenant, or injury to Tenant's terminate this Lease within such 5-business resulting in any way from the Casualty or the repair thereof. During any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant is not using such portion of the Premises) as a result of a Casualtyday period, the Rent Outside Restoration Date shall ▇▇▇▇▇ for be automatically amended to be the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction date identified in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the PropertyRestoration Date Extension Notice.
Appears in 1 contract
Sources: Sublease (NeurogesX Inc)
Casualty Damage. 16.01 If all With reasonable promptness after discovering any damage to the Premises (other than trade fixtures), or to any Common Area or portion of the Premises becomes untenantable by Base Building necessary for access to or tenantability of the Premises, resulting from any fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"“Landlord Repairs”). If If, according to such estimate, the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord Repairs cannot be made tenantable substantially completed within 210 270 days from the date the repair is startedafter they are commenced, then either party shall have the right to may terminate this Lease upon written 60 days’ notice to the other party delivered within 10 days after receipt Landlord’s delivery of such estimate. Within 90 days after discovering any damage to the Completion Estimate. TenantProject resulting from any Casualty, howeverLandlord may, shall whether or not have the right to Premises are affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds be used to pay any mortgage debt; (ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building or Common Areas so that it or they will be substantially different structurally or architecturally, or (iv) the damage occurs during the last 12 months of the Term. Tenant may terminate this Lease, by notifying Landlord within 30 days after receiving Landlord’s estimate of the time required to substantially complete the Landlord Repairs, if (a) the Casualty was caused by has occurred during the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year last 12 months of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) and has damaged a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration portion of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of (b) such estimate indicates that the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after Tenant’s receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimateestimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminatedterminated pursuant to this Section 10, Landlord shall promptly and diligentlydiligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment or and other matters beyond Landlord's reasonable control, events of Force Majeure. The Landlord Repairs shall restore the Premises (other than trade fixtures) and any Common Areas. Such restoration shall be Area or portion of the Base Building necessary for access to or tenantability of the Premises to substantially the same condition that existed prior to when the CasualtyCasualty occurred, except for (a) any modifications required by Law or any other Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to or tenantability of the Premises. Upon notice from LandlordNotwithstanding Section 9.4, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlordits designee) all property insurance proceeds payable to Tenant under Tenant's Insurance ’s insurance required under Section 9.2 with respect to any Leasehold Tenant-Insured Improvements performed by or for (the benefit of Tenant; provided “Assigned Tenant Proceeds”), and if the estimated or actual cost to repair such Leasehold of restoring any Tenant-Insured Improvements exceeds the amount of insurance proceeds Assigned Tenant Proceeds received by Landlord from Tenant's insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within 15 days of demand, Tenant shall also pay such excess to Landlord for any additional excess costs that are determined during (the performance of the repairs“Tenant Excess”) within 15 days after Landlord’s demand. In no event shall Landlord be required to spend more for the restoration of any Tenant-Insured Improvements than the proceeds applicable Assigned Tenant Proceeds and Tenant Excess (if any) actually received by Landlord. No Casualty and no restoration performed as required hereunder shall render Landlord liable to Tenant, whether insurance proceeds constitute a constructive eviction, or proceeds excuse Tenant from any obligation 11 NONWAIVER. No provision hereof shall be deemed waived by either party unless it is waived by such party expressly and in writing, and no waiver of any breach of any provision hereof shall be deemed a waiver of any subsequent breach of such provision or any other provision hereof. Landlord’s acceptance of Rent shall not be deemed a waiver of any preceding breach of any provision hereof, other than Tenant’s failure to pay the particular Rent so accepted, regardless of Landlord’s knowledge of such preceding breach at the time of such acceptance. Any acceptance by Landlord of payment of less than the full amount of Rent due hereunder shall not be deemed a waiver of Landlord’s right to receive the full amount of Rent due and shall be applied first to the oldest Rent obligation then due and next to any current Rent obligation then due, in each case notwithstanding any statement to the contrary contained on or accompanying such payment from Tenant. No receipt of monies by Landlord shall not be liable for from Tenant after the giving of any inconvenience to Tenantnotice, the commencement of any suit, the issuance of any final judgment, or injury to Tenant's business resulting in any way from the Casualty termination hereof shall affect such notice, suit or judgment, or reinstate or extend the repair thereof. During any period of time that all Term or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant is not using such portion right of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenantpossession hereunder.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 1 contract
Sources: Office Lease (Kura Oncology, Inc.)
Casualty Damage. 16.01 If all With reasonable promptness after discovering any damage to the Premises, or to the Common Areas necessary for access to the Premises, resulting from any portion of the Premises becomes untenantable by fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"“Landlord Repairs”). If If, according to such estimate, the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord Repairs cannot be made tenantable substantially completed within 210 270 days from the date the repair is startedafter they are commenced, then either party shall have the right to may terminate this Lease upon written 60 days’ notice to the other party delivered within 10 days after receipt Landlord’s delivery of the Completion Estimatesuch estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within Within 90 days after discovering any damage to the date of the Project resulting from any Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Leasemay, whether or not a party hereto maintained such the Premises is affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance coverage. The repair and restoration work shall proceeds be deemed used to pay any mortgage debt; (ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building or Common Areas so that it or they will be “Substantially Complete” on substantially different structurally or architecturally; (iv) the date that all such work has been performeddamage occurs during the last 12 months of the Term; or (v) any owner, other than Landlord, of any details damaged portion of construction, mechanical adjustment or any other similar matter, the non-completion of which Project does not materially interfere with Tenant’s use of the Premisesintend to repair such damage. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminatedterminated pursuant to this Section 11, Landlord shall promptly and diligentlydiligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment or and other matters beyond Landlord's reasonable control, events of Force Majeure. The Landlord Repairs shall restore the Premises and the Common Areas. Such restoration shall be Areas necessary for access to the Premises to substantially the same condition that existed prior to when the CasualtyCasualty occurred, except for (a) any modifications required by Law or any other Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to the Premises. Upon notice from LandlordNotwithstanding Section 10.4, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlordits designee) all property insurance proceeds payable to Tenant under Tenant's Insurance ’s insurance required under Section 10.2 with respect to any Leasehold Tenant-Insured Improvements performed by or for the benefit of Tenant; provided and trade fixtures, and if the estimated or actual cost to repair such Leasehold of restoring any Tenant-Insured Improvements and trade fixtures exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, the Tenant shall pay such excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within within 15 days of after Landlord’s demand, Tenant . No Casualty and no restoration performed as required hereunder shall also pay render Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, constitute a constructive eviction, or injury excuse Tenant from any obligation hereunder; provided, however, that if the Premises or any Common Area necessary for Tenant’s access to Tenant's business resulting in the Premises is damaged by a Casualty, then, during any way from the Casualty or the repair thereof. During time that, as a result of such damage, any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant untenantable or inaccessible and is not using occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 1 contract
Casualty Damage. 16.01 If the Project, Premises, Building or Common Area of the Building serving or providing access to the Premises, and/or the Parking Garage is damaged by fire or other casualty (whether or not the Premises are affected) (a) and in Landlord’s reasonable estimation, restoration thereof cannot reasonably be completed within two hundred ten (210) days after the date of the casualty; or (b) Landlord’s Mortgagee shall require that insurance proceeds, or any portion thereof, from Landlord’s insurance be used to retire the Mortgage debt in whole or in part such that the cost of performing the required repair and restoration exceeds the insurance proceeds available to Landlord; or (c) the damage results from a risk which is not fully insured under the insurance policies required by the Lease (except for any deductible amount of such loss under the policy maintained by Landlord); or (d) there is substantial damage which occurs during the last eighteen (18) months of the Term, then in any such event Landlord shall give Tenant a written notice (the “Damage Notice”) no later than forty-five (45) days following the date of such damage including a good faith estimate of the date (“Estimated Restoration Date”) on which the repair of the damage will be substantially complete and whether the loss is covered by Landlord’s insurance coverage. Either Landlord or Tenant may elect to terminate this Lease by notice in writing to the other party within thirty (30) days after the date of Tenant’s receipt of the Damage Notice; provided, however, if the Damage Notice specifies that the insurance proceeds are insufficient to cover the cost of the repairs, Tenant may, in its sole discretion, elect to pay Landlord the excess of the cost of such repairs over the amount of available insurance proceeds, by giving Landlord notice thereof within 10 days after receipt of the Damage Notice, in which event neither party will elect to terminate this Lease based on the lack of sufficient insurance proceeds and Landlord will proceed with the repair thereof, with Tenant funding such excess cost to Landlord as the funds are required. If all or any portion of the Premises becomes untenantable by fire Premises, Building or other casualty to the Premises (collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate Common Area of the amount of time required using standard working methods to Substantially Complete (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide Building serving or providing access to the Premises ("Completion Estimate"). If and/or the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot Parking Garage shall be made tenantable within 210 days from the date the repair is started, then either party shall have the right to terminate this Lease upon written notice to the other within 10 days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty casualty, Landlord shall, except as otherwise provided herein, repair, rebuild and such damage cannot reasonably be repaired within 60 days after receipt restore the Project, Premises, Building and Common Area and/or Parking Garage (exclusive of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use Property) as promptly as practicable under the circumstances at the expense of the Premises. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, restore the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualtycasualty, except for modifications modifications, if any, required by Law zoning and building codes and other applicable Laws then in effect and applicable to such restoration or by the holder of a Mortgage on the Building and any other modifications to the Common Areas deemed desirable by LandlordLandlord (provided (i) access to the Premises and any common restrooms serving the Premises is not materially impaired, and (ii) the quality and character of such modifications are no less than the condition that existed prior to the casualty). Upon any damage to the Premises, Landlord shall repair, rebuild, and restore the Leasehold Improvements and Alterations (exclusive of Tenant’s Property) installed in the Premises to the condition stated above. Unless Landlord or Tenant elects to terminate this Lease as provided in this Section, this Lease will remain in full force and effect and Landlord shall repair such damage to the extent required in this Section as expeditiously as possible under the circumstances and, during the period required for restoration, a just and proportionate part of Rent shall be abated during the time and to the extent the Premises, or portion thereof, are Untenantable (as defined in Section 6(b) of this Lease) as of the date of the casualty and such abatement shall continue until the Premises, or portion thereof, Building or Common Area of the Building serving or providing access to the Premises and/or the Parking Garage are repaired or rebuilt and made tenantable; provided however, if the damage to the Building or any Building Systems or Common Area of the Building serving or providing access to the Premises and/or the Parking Garage has not been repaired and the Premises made ready for occupancy within two (2) months after the Estimated Restoration Date, then Tenant shall have the right and option to terminate this Lease by giving written notice from Landlordto Landlord within fifteen (15) days after the end of such two (2)-month period; provided, however, there shall be no abatement of Rent if Landlord provides to Tenant other space in the Building which is reasonably suited for the temporary operation of Tenant’s business and Landlord pays all costs associated with moving the furniture, fixtures, equipment and telecommunication services Tenant requires in such space. Notwithstanding the foregoing, during any Rent abatement period under this Lease, Tenant shall assign pay Landlord as Rent Landlord’s normal charges for all services and utilities provided to and used by Tenant, if any, during the period of the Rent abatement. If Landlord should elect or endorse over be obligated pursuant to Landlord (this Lease to repair or rebuild because of any damage or destruction, Landlord’s obligation to repair or restore the Premises, Building or any portion thereof shall be limited to the level of restoration stated above for the Building and the Leasehold Improvements in the Premises and shall not extend to any party designated furniture, equipment, supplies or other personal property owned or leased by Landlord) all property insurance proceeds payable to Tenant under Tenant's Insurance with respect to any Leasehold Improvements performed by , its employees, contractors, invitees or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenantlicensees. Landlord shall not be liable for any inconvenience or annoyance to TenantTenant or Tenant Indemnitees, or injury to Tenant's business ’s business, or pain and suffering, resulting in any way from the Casualty such damage or the repair thereof. During any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant is not using such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the PropertyPremises, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar other statute or successor Laws regulation, now or hereinafter hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the PropertyPremises.
Appears in 1 contract
Casualty Damage. 16.01 If all With reasonable promptness after discovering any damage to the Premises (other than trade fixtures), or to any portion Common Area or Building system necessary for access to or tenantability of the Premises becomes untenantable by Premises, resulting from any fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"“Landlord Repairs”). If If, according to such estimate, the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord Repairs cannot be made tenantable substantially completed within 210 days from the date the repair is started, then either party shall have the right to terminate this Lease upon written notice to the other within 10 days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 270 days after the date of the Casualty, shall have the right to either party may terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied upon 60 days’ notice to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate party delivered within 10 days after receipt Landlord’s delivery of the Completion Estimatesuch estimate. For purposes of this paragraph, a “material uninsured loss Within 90 days after discovering any damage to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this LeaseProject resulting from any Casualty, Landlord may, whether or not a party hereto maintained such the Premises are affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance coverage. The repair and restoration work shall proceeds be deemed used to pay any mortgage debt; (ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building or Common Areas so that it or they will be “Substantially Complete” on substantially different structurally or architecturally; (iv) the date that all such work has been performeddamage occurs during the last 12 months of the Term; or (v) any owner, other than Landlord, of any details damaged portion of construction, mechanical adjustment or any other similar matter, the non-completion of which Project does not materially interfere with Tenant’s use of the Premisesintend to repair such damage. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminatedterminated pursuant to this Section 11, Landlord shall promptly and diligentlydiligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment or and other matters beyond Landlord's reasonable control, events of Force Majeure. The Landlord Repairs shall restore the Premises (other than trade fixtures) and any Common Areas. Such restoration shall be Area or Building system necessary for access to or tenantability of the Premises to substantially the same condition that existed prior to when the CasualtyCasualty occurred, except for (a) any modifications required by Law or any other Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to or tenantability of the Premises. Upon notice from LandlordNotwithstanding Section 10.4, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlordits designee) all property insurance proceeds payable to Tenant under Tenant's Insurance ’s insurance required under Section 10.2 with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided -Insured Improvements, and if the estimated or actual cost to repair such Leasehold of restoring any Tenant-Insured Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, the Tenant shall pay such excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within within 15 days of after Landlord’s demand, Tenant . No Casualty and no restoration performed as required hereunder shall also pay render Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, constitute a constructive eviction, or injury excuse Tenant from any obligation hereunder; provided, however, that if the Premises (other than trade fixtures) or any Common Area or Building system necessary for access to Tenant's business resulting in or tenantability of the Premises is damaged by a Casualty, then, during any way from the Casualty or the repair thereof. During time that, as a result of such damage, any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant inaccessible or untenantable and is not using occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 1 contract
Sources: Office Lease (Kempharm, Inc)
Casualty Damage. 16.01 16.1 If all or any portion of the Premises becomes untenantable by fire or other casualty to the Premises (collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("“Completion Estimate"”). If the Completion Estimate indicates that (a) the Premises or (b) any Common Areas necessary to provide access to the Premises or (c) more than 10% of the parking available to Tenant cannot be made tenantable within 210 270 days from the date the repair is started, then either party shall have the right to terminate this Lease upon written notice to the other within 10 ten (10) days after receipt of the Completion EstimateEstimate (except that in the event of (c) above, Landlord shall have to option of providing commercially reasonable replacement and/or satellite parking, within sixty (60) days of the casualty, whereupon Tenant’s termination right shall be void with respect to such casualty). Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 ninety (90) days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 one year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein)Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall be deemed to be “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 16.2 If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's ’s reasonable control, restore the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by LandlordLandlord which do not materially and adversely affect Tenant’s right under this Lease. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's ’s Insurance with respect to any Leasehold Improvements performed by or for the benefit of TenantAlterations (if any); provided if the estimated cost to repair such Leasehold Improvements Alterations exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, Tenant shall opt in writing either (a) to have the Premises restored without said Alterations; or (b) to pay the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's ’s commencement of repairs. Within 15 , but in no event later than fifteen (15) days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance after determination of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenantamount of such excess costs. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant's ’s business resulting in any way from the Casualty or the repair thereofthereof provided Landlord uses commercially reasonable efforts to minimize the interference with Tenant’s business operations in the Premises during any such repair. During Provided that Tenant is not then in Default, during any period of time that all or a material any portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant is not using such portion of the Premises) untenantable as a result of a Casualty, the Rent shall ▇a▇▇▇▇ for the portion of the Premises that is unusable untenantable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord Tenant (and shall a▇▇▇▇ entirely if Tenant with respect to any and all damage to, or destruction of, all or any part cannot operate its business in the Premises as a result of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the PropertyCasualty).
Appears in 1 contract
Sources: Office Lease Agreement (Gomez Inc)
Casualty Damage. 16.01 If all With reasonable promptness after discovering any damage to the Premises, or to the Common Areas necessary for access to the Premises, resulting from any portion of the Premises becomes untenantable by fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"“Landlord Repairs”). If If, according to such estimate, the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord Repairs cannot be made tenantable substantially completed within 210 days from the date the repair is startedafter they are commenced, then either party shall have the right to may terminate this Lease upon written 60 days’ notice to the other party delivered within 10 days after receipt Landlord’s delivery of the Completion Estimatesuch estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within Within 90 days after discovering any damage to the date of the Project resulting from any Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Leasemay, whether or not a party hereto maintained such the Premises is affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance coverage. The repair and restoration work shall proceeds be deemed used to pay any mortgage debt; (ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building or Common Areas so that it or they will be “Substantially Complete” on substantially different structurally or architecturally; (iv) the date that all such work has been performeddamage occurs during the last 12 months of the Term; or (v) any owner, other than Landlord, of any details damaged portion of construction, mechanical adjustment or any other similar matter, the non-completion of which Project does not materially interfere with Tenant’s use of the Premisesintend to repair such damage. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminatedterminated pursuant to this Section 11, Landlord shall promptly and diligentlydiligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment or and other matters beyond Landlord's reasonable control, events of Force Majeure. The Landlord Repairs shall restore the Premises and the Common Areas. Such restoration shall be Areas necessary for access to the Premises to substantially the same condition that existed prior to when the CasualtyCasualty occurred, except for (a) any modifications required by Law or any other Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to the Premises. Upon notice from LandlordNotwithstanding Section 10.4, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlordits designee) all property insurance proceeds payable to Tenant under Tenant's Insurance ’s insurance required under Section 10.2 with respect to any Leasehold Tenant-Insured Improvements performed by or for the benefit of Tenant; provided and trade fixtures, and if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, the excess or actual cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant's business resulting in any way from the Casualty or the repair thereof. During any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant is not using such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.restoring any
Appears in 1 contract
Casualty Damage. 16.01 If all With reasonable promptness after discovering any damage to the Premises, or to the Common Areas necessary for access to the Premises, resulting from any portion of the Premises becomes untenantable by fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"“Landlord Repairs”). If If, according to such estimate, the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord Repairs cannot be made tenantable substantially completed within 210 180 days from after commencement (or prior to the then scheduled expiration date the repair of this Lease, whichever is startedsooner), then either party shall have the right to may terminate this Lease upon written 60 days’ notice to the other party delivered within 10 days after receipt Landlord’s delivery of the Completion Estimatesuch estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within Within 90 days after discovering any damage to the date of the Project resulting from any Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Leasemay, whether or not a party hereto maintained such the Premises is affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance coverage. The repair and restoration work shall proceeds be deemed used to pay any mortgage debt; (ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building or Common Areas so that it or they will be “Substantially Complete” on substantially different structurally or architecturally; (iv) the date that all such work has been performeddamage occurs during the last 12 months of the Term; or (v) any owner, other than Landlord, of any details damaged portion of construction, mechanical adjustment or any other similar matter, the non-completion of which Project does not materially interfere with Tenant’s use of the Premisesintend to repair such damage. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminatedterminated pursuant to this Section 11, Landlord shall promptly and diligentlydiligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment or and other matters beyond Landlord's reasonable control, events of Force Majeure. The Landlord Repairs shall restore the Premises and the Common Areas. Such restoration shall be Areas necessary for access to the Premises to substantially the same condition that existed prior to when the CasualtyCasualty occurred, except for (a) any modifications required by Law or any other Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to the Premises. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlordits designee) all property insurance proceeds payable to Tenant under Tenant's Insurance ’s insurance required under Section 10.2 with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if -Insured Improvements. If the estimated or actual cost to repair such Leasehold of restoring any Tenant-Insured Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, the Tenant shall pay such excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within within 15 days of after Landlord’s demand, Tenant . No Casualty and no restoration performed as required hereunder shall also pay render Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, constitute a constructive eviction, or injury excuse Tenant from any obligation hereunder; provided, however, that if the Premises or any Common Area necessary for Tenant’s access to Tenant's business resulting in the Premises is damaged by a Casualty, then, during any way from the Casualty or the repair thereof. During time that, as a result of such damage, any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant untenantable or inaccessible and is not using occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 1 contract
Casualty Damage. 16.01 If all With reasonable promptness after discovering any damage to the Premises, or to the Common Areas necessary for access to the Premises, resulting from any portion of the Premises becomes untenantable by fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall notify Tenant of Landlord, with ’s reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete substantially complete repair of such damage (as hereinafter defined) the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"“Landlord Repairs”). If If, according to such estimate, the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises Landlord Repairs cannot be made tenantable substantially completed within 210 270 days from the date the repair is startedafter they are commenced, then either party shall have the right to may terminate this Lease upon written 60 days’ notice to the other party delivered within 10 days after receipt Landlord’s delivery of the Completion Estimatesuch estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within Within 90 days after discovering any damage to the date of the Project resulting from any Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty (after giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease pursuant to this Article 16, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely for the purpose of replacing Tenant with a successor tenant. In addition, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. For purposes of this paragraph, a “material uninsured loss to the Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Leasemay, whether or not a party hereto maintained such the Premises is affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance coverage. The repair and restoration work shall proceeds be deemed used to pay any mortgage debt; (ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building or Common Areas so that it or they will be “Substantially Complete” on substantially different structurally or architecturally; (iv) the date that all such work has been performeddamage occurs during the last 12 months of the Term; or (v) any owner, other than Landlord, of any details damaged portion of construction, mechanical adjustment or any other similar matter, the non-completion of which Project does not materially interfere with Tenant’s use of the Premisesintend to repair such damage. If Landlord is actually delayed in the performance of such work as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete such work absent any Tenant Delay.
16.02 If this Lease is not terminatedterminated pursuant to this Section 11, Landlord shall promptly and diligentlydiligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment or and other matters beyond Landlord's reasonable control, events of Force Majeure. The Landlord Repairs shall restore the Premises and the Common Areas. Such restoration shall be Areas necessary for access to the Premises to substantially the same condition that existed prior to when the CasualtyCasualty occurred, except for (a) any modifications required by Law or any other Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to the Premises. Upon notice from Landlord, Notwithstanding Section 10.4. Tenant shall assign or endorse over to Landlord (or to any party designated by Landlordits designee) all property insurance proceeds payable to Tenant under Tenant's Insurance ’s insurance required under Section 10.2 with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided -Insured Improvements, and if the estimated or actual cost to repair such Leasehold of restoring any Tenant-Insured Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's ’s insurance carrier, the Tenant shall pay such excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within within 15 days of after Landlord’s demand, Tenant . No Casualty and no restoration performed as required hereunder shall also pay render Landlord for any additional excess costs that are determined during the performance of the repairs. In no event shall Landlord be required to spend more for the restoration than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, constitute a constructive eviction, or injury excuse Tenant from any obligation hereunder; provided, however, that if the Premises or any Common Area necessary for Tenant’s access to Tenant's business resulting in the Premises is damaged by a Casualty, then, during any way from the Casualty or the repair thereof. During time that, as a result of such damage, any period of time that all or a material portion of the Premises is rendered unusable for the conduct of Tenant’s office uses therein (as Tenant untenantable or inaccessible and is not using occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises) as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is unusable and not used by Tenant.
16.03 The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.
Appears in 1 contract
Sources: Assignment and Assumption of Lease Agreement (Ruthigen, Inc.)